reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.23 - Reserve and educational funds — patronage dividends.

498.23 Reserve and educational funds — patronage dividends.
Out of any surplus remaining in any given year, the directors shall each year set aside not less than ten percent of such savings for the accumulation of a reserve fund until such reserve shall equal at least forty percent of the invested capital of the association, not less than one percent nor more than five percent for a permanent educational fund from which expenditures shall be made annually at the discretion of the directors for the purpose of teaching cooperation, and the remainder to be returned to the members as a patronage dividend prorated on a uniform basis to each member upon the value of business done by that member through the association.
[C24, 27, 31, 35, 39, §8507; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.23]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.24 - Biennial report — penalty.

498.24 Biennial report — penalty.
1. Section 504.1613 applies to a cooperative association 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 association shall also set forth the total amount of business transacted, number of members, total expense of operation, total amount of indebtedness, and total profits or losses for each calendar or fiscal year of the two-year period which ended immediately preceding the first day of January of the year in which the report is filed.
2. A cooperative association which fails to comply with this section before April 1 of the year in which the report is due is subject to a penalty of ten dollars.
[C24, 27, 31, 35, 39, §8508; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.24]
97 Acts, ch 171, §28; 2004 Acts, ch 1049, §185, 191, 192; 2021 Acts, ch 76, §150
Referred to in §498.25, 498.27
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.25 - Exemption from report.

498.25 Exemption from report.
Any corporation organized under the provisions of this chapter after the first day of January shall be exempt from the provisions of section 498.24 for the year in which incorporated, after which it shall, however, be subject to all of the provisions of said section.
[C27, 31, 35, §8508-a1; C39, §8508.1; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.25]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.26 - List of delinquents.

498.26 List of delinquents.
In the month of April of each year the secretary of state shall prepare a list of all delinquent corporations and file the same in the secretary of state’s office.
[C27, 31, 35, §8508-a2; C39, §8508.2; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.26]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.27 - Notice to delinquents.

498.27 Notice to delinquents.
On or before the first day of May of the year the report is due the secretary of state shall mail to each delinquent association a notice of such delinquency and of the penalties provided in section 498.24.
[C27, 31, 35, §8508-a3; C39, §8508.3; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.27]
97 Acts, ch 171, §29
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.28 - Cancellation.

498.28 Cancellation.
If the biennial report required is not filed and penalties paid on or before the last day of June the secretary of state shall, on the first day of July following, cancel the name of any delinquent corporation from the list of live corporations in the secretary of state’s office, and enter such cancellation on the proper records.
[C27, 31, 35, §8508-a4; C39, §8508.4; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.28]
2000 Acts, ch 1022, §7
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.29 - Effect of cancellation.

498.29 Effect of cancellation.
When so canceled the corporate rights of any such corporation shall be forfeited and its corporate period terminated on the date such cancellation shall have been entered on the records of the secretary of state’s office.
[C27, 31, 35, §8508-a5; C39, §8508.5; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.29]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.30 - Reinstatement of corporation.

498.30 Reinstatement of corporation.
Any corporation whose corporate rights have been canceled and forfeited in the manner provided herein may, however, before September 1 following such cancellation, make application to the secretary of state for reinstatement and upon being furnished good and sufficient reasons for not having filed its report the secretary shall, upon the filing of such report and the payment of the penalty, reinstate said corporation and the decree of cancellation shall be annulled and the corporation shall be entitled to continue to act as a corporation for the unexpired portion of its corporate period as fixed by its articles of incorporation and the limitations prescribed by law.
[C27, 31, 35, §8508-a6; C39, §8508.6; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.30]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.31 - Chapter extended to former associations.

498.31 Chapter extended to former associations.
All corporations, or associations heretofore organized and doing business under prior statutes, or which have attempted so to organize and do business cooperatively, shall have the benefit of all the provisions of this chapter and be bound thereby, on filing with the secretary of state amended and substituted articles of incorporation drawn in accordance with the provisions of this chapter and a written declaration signed and sworn to by the president and secretary, to the effect that said company or association has, by a majority vote of its stockholders, decided to accept the benefits of and to be bound by the provisions of this chapter.
[C24, 27, 31, 35, 39, §8509; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.31]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.32 - Use of term “cooperative” — injunction.

498.32 Use of term “cooperative” — injunction.
No corporation or association hereafter organized shall be entitled to use the term “cooperative” as part of its corporate or other business name or title, unless it has complied with the provisions of this chapter or of chapter 497, and any corporation or association violating the provisions of this chapter may be enjoined from doing business under such name at the instance of any stockholder of any association legally organized under the provisions of this chapter.
[C24, 27, 31, 35, 39, §8510; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.32]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.33 - Use of funds — promotion expenses.

498.33 Use of funds — promotion expenses.
None of the funds of any association shall be used for purposes of any promotion as commissions, salaries, or expenses of any kind, character, or nature whatsoever, except that in the case of associations operating in more than one county, if the par value of securities to be sold is in excess of one hundred thousand dollars, a sum not to exceed five percent of the par value of bonds or debentures sold may be used by committees elected by the members for selling or soliciting for the sale of such securities or for hiring responsible salaried solicitors for that purpose.
[C24, 27, 31, 35, 39, §8511; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.33]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.34 - Duration of incorporation — renewal.

498.34 Duration of incorporation — renewal.
Associations formed under the provisions of this chapter shall continue for a period of twenty-five years, unless earlier dissolved by order of its members or by other processes as by law provided, and the term of its existence may be renewed by the filing of new articles of association, as by law provided.
[C24, 27, 31, 35, 39, §8512; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.34]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.35 - Personal liability.

498.35 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, §7; 2003 Acts, ch 66, §12
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.36 - Indemnification.

498.36 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, §7; 94 Acts, ch 1023, §63; 2002 Acts, ch 1154, §105, 125
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.37 - Statement to estate of stockholder.

498.37 Statement to estate of stockholder.
1. The board of directors, upon receiving actual notice of a member’s death, shall provide a statement to the administrator or executor of the member’s estate, or to the attorney representing the member’s estate. The statement shall describe agricultural products owned by the member which are in the possession of the association.
2. This section shall not require an association to conduct a search of the status of its members. The association shall exercise reasonable diligence in determining to whom the statement must be delivered. The statement shall be delivered to the administrator, executor, or attorney, within thirty days following a determination as to whom the statement must be delivered. A statement is not required to be prepared or delivered, if the association is not notified of the member’s death within one year after the date of death, or by the date that the member’s estate is closed, whichever is later.
91 Acts, ch 230, §2; 2021 Acts, ch 76, §150
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.1 - Applicable.

499.1 Applicable.
This chapter applies only to cooperative associations as defined in section 499.2. All such associations formed from and after July 4, 1935, must be organized under this chapter.
[C35, §8512-g1; C39, §8512.01; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.1]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.3 - Dealing with nonmembers.

499.3 Dealing with nonmembers.
1. A nonstock livestock shipping association shall not handle livestock of any nonmembers.
2. Any association may restrict the amount of business done with nonmembers and may limit its dealings or any class thereof to members only.
[C35, §8512-g3; C39, §8512.03; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.3]
2001 Acts, ch 12, §1, 6; 2016 Acts, ch 1011, §121
Referred to in §499.2, 499.49
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.4 - Use of term “cooperative” restricted.

499.4 Use of term “cooperative” restricted.
1. A person including a corporation hereafter organized, which is not an association as defined in this chapter or a cooperative as defined in chapter 501 or 501A, shall not use the word “cooperative” or any abbreviation thereof in its name or advertising or in any connection with its business, except foreign associations admitted under section 499.54. The attorney general or any association or any member thereof may sue and enjoin such use.
2. This chapter does not control the use of fictitious names. However, if a cooperative association or a foreign cooperative association uses a fictitious name in this state, the cooperative association or foreign cooperative association shall deliver to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.
[C35, §8512-g4; C39, §8512.04; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.4]
97 Acts, ch 23, §56; 2001 Acts, ch 12, §2, 6; 2005 Acts, ch 135, §114; 2019 Acts, ch 24, §75
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.5 - Permissible organizers.

499.5 Permissible organizers.
1. Five or more individuals, or two or more associations, may organize an association.
2. All individual incorporators of agricultural associations must be engaged in producing agricultural products, which phrase includes landlords and tenants as specified in section 499.13.
3. A nonprofit water utility organized under chapter 357A or 504 may elect to become an association under this chapter upon majority vote of its members by filing with the secretary of state a statement confirming the election and appropriate articles of incorporation. However, the association is subject to the service limitation provisions contained in sections 357.1A and 357A.2.
4. A telephone company organized as a corporation under chapter 491 and qualifying pursuant to an internal revenue service letter ruling under Internal Revenue Code §501(c)(12) as a nonprofit corporation entitled to distribute profits in a manner similar to an association under this chapter may reorganize as an association under this chapter upon the affirmative vote of two-thirds of the votes cast by the shares entitled to vote in an election at a meeting at which a majority of all shares entitled to vote cast a vote.
[C35, §8512-g5; C39, §8512.05; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.5]
88 Acts, ch 1172, §3; 90 Acts, ch 1164, §1; 96 Acts, ch 1044, §1; 2004 Acts, ch 1049, §191; 2004 Acts, ch 1175, §393
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.5A - Water utilities — members of federated associations.

499.5A Water utilities — members of federated associations.
Notwithstanding section 499.13, a water utility organized under this chapter, a municipal water utility, or a water district organized under chapter 357, 357A, or 504 may be a member of a federated association.
88 Acts, ch 1172, §4; 94 Acts, ch 1137, §2; 2004 Acts, ch 1049, §191; 2004 Acts, ch 1175, §393
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.6 - Purposes.

499.6 Purposes.
A cooperative association may be organized under this chapter for any lawful purpose or purposes.
[C35, §8512-g6; C39, §8512.06; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.6]
88 Acts, ch 1026, §2; 88 Acts, ch 1172, §5
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.7 - Powers.

499.7 Powers.
Except as expressly limited in its articles, each association has the following powers:
1. To conduct business, carry on operations, establish and operate offices, and exercise all powers granted by this chapter in or outside this state.
2. To borrow any amounts of money, and give any form of obligation or security therefor.
3. To make advances to patrons or members, or members of member-associations, and take any form of obligation or security therefor.
4. To acquire, hold, transfer or pledge any obligation or security representing funds actually advanced or used for any cooperative activity; or stock, memberships, bonds or obligations of any cooperative organization dealing in any product handled by the association, or any by-product thereof.
5. To make any contract, endorsement or guaranty it deems desirable incident to its transfer or pledge of any obligation or security.
6. To acquire, own or dispose of any real or personal property deemed convenient for its business, including patents, trademarks and copyrights.
7. To exercise any power, right or privilege suitable or necessary for, or incident to, promoting or accomplishing any of its powers, purposes or activities, or granted to ordinary corporations, save such as are inconsistent with this chapter.
8. To exercise any of its powers anywhere. No association organized under this chapter shall engage in the business of banking.
[C35, §8512-g7; C39, §8512.07; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.7]
88 Acts, ch 1026, §3
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.8 - Contracts authorized.

499.8 Contracts authorized.
An agricultural association may contract with any member for the member’s exclusive sale to or through it, of all or any part of the member’s agricultural products or other designated commodities. Such contracts may permit the association to take and sell the property without acquiring title thereto, and pay the member the sale price less costs and expenses of selling, which may include the member’s pro rata portion of the association’s annual outlay for overhead, interest, preferred dividends, reserves or other specified charges. Such contracts must be for a specified time, not less than one year. Each contract shall fix a period of at least ten days during each year after the first, within which either party may terminate it without affecting any liability previously accrued.
[C35, §8512-g8; C39, §8512.08; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.8]
Referred to in §499.9
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.9 - Penalties — performance — injunction — arbitration.

499.9 Penalties — performance — injunction — arbitration.
1. a. Contracts permitted by section 499.8 may provide that the member pay the association any sum, fixed in amount or by a specified method of computation, for each violation thereof; also all the association’s expenses of any suit thereon, including bond premiums and attorney’s fees. All such provisions shall be enforced as written, whether at law or in equity, and shall be deemed proper measurement of actual damages, and not penalties or forfeitures.
b. The association may obtain specific performance of any such contract, or enjoin its threatened or continued breach, despite the adequacy of any legal or other remedy.
c. If the association files a verified petition, showing an actual or threatened breach of any such contract and seeking any remedy therefor, the court shall, without notice or delay but on such bond as it deems proper, issue a temporary injunction against such breach or its continuance.
2. The parties to such contracts may agree to arbitrate any controversy subsequently arising thereunder, and fix the number of arbitrators and method of their appointment. Such agreements shall be valid and irrevocable, except on such grounds as invalidate contracts generally. If they specify no method for appointing arbitrators, or if either party fails to follow such method, or if for any reason arbitrators are not named or vacancies filled, either party may apply to the district court to designate the necessary arbitrator, who shall then act under the agreement with the same authority as if named in it. Unless otherwise agreed, there shall be but one arbitrator.
[C35, §8512-g9; C39, §8512.09; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.9]
2015 Acts, ch 29, §66
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.10 - Cooperative agreements.

499.10 Cooperative agreements.
Any association may make any agreement or arrangement with any other association or cooperative organization for the cooperative or more economical carrying on of any of its business. Any number of such associations or organizations may unite to employ or use, or may separately employ or use, the same methods, means or agencies for conducting their respective businesses.
[C35, §8512-g10; C39, §8512.10; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.10]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.11 - Legality declared.

499.11 Legality declared.
No association, contract, method or act which complies with this chapter shall be deemed a conspiracy or combination in restraint of trade or an illegal monopoly, or an attempt to lessen business or fix prices arbitrarily, or to accomplish any improper or illegal purpose.
[C35, §8512-g11; C39, §8512.11; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.11]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.12 - Exemption of private property.

499.12 Exemption of private property.
The private property of the members or stockholders shall be exempt from execution for the debts of the corporation.
[C35, §8512-g12; C39, §8512.12; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.12]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.13 - Membership — eligibility.

499.13 Membership — eligibility.
A membership or share of common stock shall not be issued to, or held by, any person unless the person is eligible for membership in the association under its articles. A person may be eligible only if the person is engaged in producing a product marketed by the association, the person customarily consumes or uses the supplies or commodities that the association handles, or the person uses the services that the association renders. A farm tenant or landlord who receives a share of agricultural products as rent may be eligible for membership in an agricultural association as a producer. A cooperative association engaged in any directly or indirectly related activity may be eligible for membership. An association may be formed which includes among its members cooperative associations or restricts its membership to cooperative associations.
[C35, §8512-g13; C39, §8512.13; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.13]
97 Acts, ch 17, §2
Referred to in §499.5, 499.5A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.14 - Membership in nonstock associations.

499.14 Membership in nonstock associations.
Membership in associations without capital stock may be acquired by eligible parties in the manner provided in the articles, which shall specify the rights of members, the issuing price of memberships, if any, and what, if any, fixed dividends accrue thereon. If the articles so provide, membership shall be of two classes, voting and nonvoting. Voting members shall be agricultural producers, and all other members shall be nonvoting members. Nonvoting members shall have all the rights of membership except the right to vote.
[C35, §8512-g14; C39, §8512.14; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.14]
2001 Acts, ch 12, §3, 6
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.14A - Electric cooperative association memberships.

499.14A Electric cooperative association memberships.
An electric cooperative association may have one or more classes of members. Qualifications, requirements, methods of acceptance, terms, conditions, termination, and other incidents of membership shall be set forth in the articles of incorporation of the association.
93 Acts, ch 94, §1; 2001 Acts, ch 12, §4, 6
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.15 - Certificates of membership or stock.

499.15 Certificates of membership or stock.
The association may issue certificates of membership or stock, each of which states the fixed dividend, if any, and the restrictions or limitations upon its ownership, voting, transfer, redemption, or cancellation.
[C35, §8512-g15; C39, §8512.15; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.15]
2007 Acts, ch 23, §1
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.16 - Subscriptions — stock or membership.

499.16 Subscriptions — stock or membership.
If permitted by the association’s articles of incorporation, any eligible subscriber for common stock or membership may vote and be treated as a member after making part payment of the amount, if any, required to be paid for the common stock or membership in cash, giving the subscriber’s note for the balance, and satisfying any other requirement for the subscription as set forth in the articles. A subscription may be forfeited as provided in section 499.32. Stock or membership shall not be issued until payment of the amount, if any, required to be paid for the stock or membership is fully made. A subscriber shall not hold office until the association has issued the subscriber stock or membership.
[C35, §8512-g16; C39, §8512.16; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.16]
97 Acts, ch 17, §3; 2001 Acts, ch 12, §5, 6; 2007 Acts, ch 23, §2
Referred to in §499.30
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.17 - Transfer of stock or membership.

499.17 Transfer of stock or membership.
No common stock shall be transferable, unless the articles expressly provide for transfer to others eligible for membership. Such provision may require that the transfer be preceded by an offer to the association, or be otherwise restricted. No nonstock membership shall be transferable, and if the association issues certificates of membership or stock to a member, the certificates shall be surrendered to the association on the member’s voluntary withdrawal.
[C35, §8512-g17; C39, §8512.17; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.17]
2007 Acts, ch 23, §3
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.18 - Expulsion of members.

499.18 Expulsion of members.
The directors may expel any member if the member has attempted to transfer that member’s membership or stock in violation of its terms, or has willfully violated any article or bylaw which provides for such penalty.
[C35, §8512-g18; C39, §8512.18; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.18]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.19 - Cancellation of membership or stock.

499.19 Cancellation of membership or stock.
If a common stockholder or member dies, or becomes ineligible, or is expelled, that person’s stock or membership shall forthwith be canceled. In cases of expulsion the association shall pay the stockholder or member its value as shown by the books on the date of cancellation, but not more than its original issuing price, within sixty days thereafter. In cases of death or ineligibility, it shall pay such value to the stockholder or member or the stockholder’s or member’s personal representative within two years thereafter, without interest.
[C35, §8512-g19; C39, §8512.19; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.19]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.20 - Withdrawal of members.

499.20 Withdrawal of members.
The articles may permit and regulate voluntary withdrawal of members and the resulting cancellation of their common stock and memberships.
[C35, §8512-g20; C39, §8512.20; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.20]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.21 - Obligations not affected.

499.21 Obligations not affected.
The death, expulsion or withdrawal of a member shall not impair the member’s contracts, debts, or obligations to the association.
[C35, §8512-g21; C39, §8512.21; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.21]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.22 - Capital stock.

499.22 Capital stock.
An association with capital stock may divide the shares into common and preferred stock. Par value stock shall not be issued for less than par. The general corporation laws shall govern the consideration for which no-par stock is issued. If the articles so provide, common stock may be issued in two classes, voting and nonvoting. Voting stock shall be issued to all agricultural producers and nonvoting stock to all other members. Voting stock or nonvoting stock may be issued to a cooperative association as provided in the articles of incorporation of the association issuing the stock. Nonvoting stock shall have all privileges of membership except the right to vote. Preferred stock held by nonmembers shall not exceed in amount that held by members.
[C35, §8512-g22; C39, §8512.22; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.22]
97 Acts, ch 17, §4; 98 Acts, ch 1100, §67
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.23 - Dividends on common stock.

499.23 Dividends on common stock.
Unless the articles provide that common stock shall receive no dividends, the directors may declare noncumulative dividends thereon at such rate as they may fix, not exceeding eight percent per annum.
[C35, §8512-g23; C39, §8512.23; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.23]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.24 - Preferred stock.

499.24 Preferred stock.
Preferred stock shall bear cumulative or noncumulative dividends as fixed by the articles. It shall have no vote. It shall be issued and be transferable without regard to eligibility or membership, and be redeemable on terms specified in the articles and as provided for in this chapter. The directors shall determine the time and amount of its issue.
[C35, §8512-g24; C39, §8512.24; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.24]
2011 Acts, ch 27, §1
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.25 - Issuing preferred stock in purchases.

499.25 Issuing preferred stock in purchases.
An association may discharge all or any part of obligations incurred in purchasing any business, property or stock, or an interest therein, by issuing its authorized preferred stock in an amount not exceeding the fair market value of the thing purchased. Issuance of such stock shall be upon the fair market value of the property purchased, as determined through an appraisal made by the directors or a competent appraiser employed by the directors. Such preferred stock shall be valid as though paid for in cash.
[C35, §8512-g25; C39, §8512.25; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.25]
90 Acts, ch 1164, §2
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.26 - Service charges.

499.26 Service charges.
Unless the articles otherwise provide, the bylaws or the directors may prescribe charges to be made to each member for services rendered the member or upon products bought from or sold to the member, and the time and manner of their collection.
[C35, §8512-g26; C39, §8512.26; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.26]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.27 - Meetings.

499.27 Meetings.
1. Regular meetings of members shall be held at least once each year, the first of which shall be on the date specified in its articles. Unless otherwise provided in the articles or bylaws, subsequent meetings shall be on the same date in each succeeding year.
2. Unless otherwise provided in the articles, the directors may call special meetings of members, and must do so upon written demand of twenty percent of the members.
3. Unless the member waives it in writing, each member shall have ten days’ written notice of the time and place of all meetings, and of the purpose of all special meetings. Such notice shall be given to the member in person or by mail directed to the member’s address as shown on the books of the association, or if the articles so provide, by publication in a regular publication of general circulation among its members, or a newspaper of general circulation published at the principal place of business of the association.
4. 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.
[C35, §8512-g27; C39, §8512.27; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.27]
2015 Acts, ch 29, §114; 2021 Acts, ch 165, §236, 248
Referred to in §10.9
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.27A - Remote participation in meetings of members.

499.27A Remote participation in meetings of members.
1. Members of any class may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for such class. Participation as a member by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection 2.
2. Members participating in a meeting of members by means of remote communication shall be deemed present and may vote at such a meeting if the association has implemented reasonable measures to do all of the following:
a. Verify that each person participating remotely as a member is a member.
b. Provide such members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.
3. Unless the bylaws require the meeting of members to be held at a place, the board of directors may determine that any meeting of members shall not be held at any place and shall instead be held solely by means of remote communication, but only if the association implements the measures specified in subsection 2.
2021 Acts, ch 165, §237, 248
Referred to in §499.27, 499.64
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.28 - Number of votes.

499.28 Number of votes.
No member may own more than one membership or share of common stock. Each voting member shall be entitled to one vote and no more at all corporate meetings.
[C35, §8512-g28; C39, §8512.28; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.28]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.29 - Manner of voting.

499.29 Manner of voting.
A vote shall not be cast by proxy. The vote of a member-association shall be cast only by its representative duly authorized in writing. A member may cast that member’s vote in advance of the meeting by mail ballot or, if the association’s articles or bylaws permit, by an alternative voting method upon any proposition of which the member has been previously notified in writing.
[C35, §8512-g29; C39, §8512.29; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.29]
96 Acts, ch 1115, §1; 2011 Acts, ch 23, §2
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.31 - Control of allocation by members.

499.31 Control of allocation by members.
The members may at any meeting control the amount to be allocated to surplus or educational fund, within the limits specified in section 499.30, or the amount to be allocated to reserves.
[C35, §8512-g31; C39, §8512.31; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.31]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.32 - Patronage dividends of subscribers.

499.32 Patronage dividends of subscribers.
Patronage dividends to subscribers whose stock or membership is not fully paid in cash shall be applied toward such payment until it is completed. If the articles or bylaws so provide, subscriptions not fully paid within two years may be canceled and all payments or patronage dividends thereon forfeited.
[C35, §8512-g32; C39, §8512.32; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.32]
Referred to in §499.16
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.33 - Use of revolving fund.

499.33 Use of revolving fund.
1. The directors may use a revolving fund to pay the obligations or add to the capital of the association or retire its preferred stock. In that event the deferred patronage dividends credited to members constitute a charge on the revolving fund, on future additions to the revolving fund, and on the corporate assets, subordinate to existing or future creditors and preferred stockholders. Except as otherwise provided in subsection 2, deferred patronage dividends for any year have priority over those for subsequent years.
2. a. Prior to other payments of deferred patronage dividends or redemption of preferred stock held by members, the directors of a cooperative association, other than a cooperative association which is a public utility as defined in section 476.1, shall pay local deferred patronage dividends and redeem local deferred patronage preferred stock of deceased natural persons who were members, and may pay deferred patronage dividends or may redeem preferred stock of deceased natural persons who were members or of members who become ineligible, without reference to the order of priority.
b. The directors of a cooperative association which is a public utility as defined in section 476.1 may pay deferred patronage dividends and redeem preferred stock of deceased natural persons who were members, and may pay all other deferred patronage dividends or redeem preferred stock of members without reference to priority.
3. Payment of deferred patronage dividends or the redemption of preferred stock shall be carried out to the extent and in the manner specified in the bylaws of the association.
[C35, §8512-g33; C39, §8512.33; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.33]
86 Acts, ch 1196, §4; 95 Acts, ch 106, §2
Referred to in §499.30, 499.35
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.34 - Patronage dividend certificates.

499.34 Patronage dividend certificates.
If its articles or bylaws so provide, an association may issue transferable or nontransferable certificates for deferred patronage dividends.
[C35, §8512-g34; C39, §8512.34; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.34]
Referred to in §499.35
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.35 - Time of payment.

499.35 Time of payment.
Credits or certificates referred to in sections 499.33 and 499.34 shall not mature until the dissolution or liquidation of the association, but shall be callable by the association at any time in the order of priority specified in section 499.33.
[C35, §8512-g35; C39, §8512.35; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.35]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.36A - Standards of conduct for directors.

499.36A Standards of conduct for directors.
1. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the association, and with the care that a person in a like position would reasonably believe appropriate under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the association.
2. a. A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(1) One or more officers or employees of the association whom the director reasonably believes to be reliable and competent in the matters presented.
(2) Legal counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence.
(3) A committee of the board upon which the director does not serve, duly established by the board as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.
b. Paragraph “a” does not apply to a director who has knowledge concerning the matter in question that makes the reliance otherwise permitted by that paragraph unwarranted.
3. A director who is present at a meeting of the board when an action is approved by the affirmative vote of a majority of the directors present is presumed to have assented to the action approved, unless any of the following applies:
a. The director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, and does not participate in the meeting after the objection, in which case the director is not considered to be present at the meeting for any purpose of this chapter.
b. The director votes against the action at the meeting.
c. The director is prohibited by a conflict of interest from voting on the action.
4. In discharging the duties of a director, the director may, in addition to consideration of the effects of any action on the association and its members, consider any or all of the following community interest factors:
a. The effects of the action on the association’s employees, suppliers, creditors, and customers.
b. The interests of and effects on communities and the cooperative system in which the association and its members operate.
c. The long-term as well as short-term interests of the association and its members, including the possibility that these interests may be best served by the continued independence of the association.
2008 Acts, ch 1141, §1; 2009 Acts, ch 133, §166
Referred to in §499.37A, 499.47D
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.37 - Officers.

499.37 Officers.
1. The board of directors of the association shall select the association’s officers as provided in its articles of incorporation or bylaws, and shall fill vacancies in such offices. The articles of incorporation or bylaws shall delegate to an officer the responsibility for all of the following:
a. Preparing minutes of meetings of the directors and the shareholders.
b. Authenticating the association’s records.
2. Unless the association’s articles of incorporation or bylaws otherwise provide, the association’s officers shall serve for annual terms beginning at the close of the first regular meeting of members in each year.
[C35, §8512-g37; C39, §8512.37; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.37]
2003 Acts, ch 66, §13
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.37A - Standards of conduct for officers.

499.37A Standards of conduct for officers.
1. An officer, when performing in such capacity, shall act in conformity with all of the following:
a. In good faith.
b. With the care that a person in a like position would reasonably exercise under similar circumstances.
c. In a manner the officer reasonably believes to be in the best interests of the association.
2. In discharging the officer’s duties, an officer who does not have knowledge that makes such reliance unwarranted is entitled to rely on any of the following:
a. The performance of properly delegated responsibilities by one or more employees of the association whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated.
b. Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more employees of the association whom the officer reasonably believes to be reliable and competent in the matters presented.
c. Legal counsel, public accountants, or other persons retained by the association as to matters involving skills or expertise the officer reasonably believes are matters within the particular person’s professional or expert competence or as to which the particular person merits confidence.
3. An officer shall not be liable as an officer to the association or its members for any decision to take or not to take action, or any failure to take any action, if the duties of the officer are performed in compliance with this section. Whether an officer who does not comply with this section is liable depends in such instance on applicable law, including those principles of section 499.36A that have relevance.
2008 Acts, ch 1141, §2
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.38 - Removal of officers and directors.

499.38 Removal of officers and directors.
At any meeting called for that purpose, any officer or director may be removed by vote of a majority of all voting members of the association. A director chosen under section 499.36, subsection 5, may likewise be removed by vote of a majority of all members in the director’s district.
[C35, §8512-g38; C39, §8512.38; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §499.38]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499 - COOPERATIVE ASSOCIATIONS › Section 499.39 - Referendum.

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