reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1006 - Allocations and distributions — net income.

501A.1006 Allocations and distributions — net income.
1. Distribution of net income. A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve.
2. Reserves. In addition to a capital reserve, the board may, for patron membership interests, do any of the following:
a. Set aside an amount not to exceed five percent of the annual net income of the cooperative for promoting and encouraging cooperative organization.
b. Establish and accumulate reserves for new buildings, machinery and equipment, depreciation, losses, and other proper purposes.
3. Patronage distributions. Net income allocated to patron members in excess of dividends on equity and additions to reserves shall be distributed to patron members on the basis of patronage. A cooperative may establish allocation units, whether the units are functional, divisional, departmental, geographic, or otherwise. The cooperative may provide for pooling arrangements. The cooperative may account for and distribute net income to patrons on the basis of allocation units and pooling arrangements. A cooperative may offset the net loss of an allocation unit or pooling arrangement against the net income of other allocation units or pooling arrangements.
4. Frequency of distribution. A distribution of net income shall be made at least annually. The board shall present to the members at their annual meeting a report covering the operations of the cooperative during the preceding fiscal year.
5. Form of distribution. A cooperative may distribute net income to patron members in cash, capital credits, allocated patronage equities, revolving fund certificates, or its own or other securities.
6. Eligible nonmember patrons. A cooperative may provide in the bylaws that nonmember patrons are allowed to participate in the distribution of net income payable to patron members on equal terms with patron members.
7. Patronage credits for ineligible members. If a nonmember patron with patronage credits is not qualified or eligible for membership, a refund due may be credited to the nonmember patron’s individual account. The board may issue a certificate of interest to reflect the credited amount. After the nonmember patron is issued a certificate of interest, the nonmember patron may participate in the distribution of net income on the same basis as a patron member.
2005 Acts, ch 135, §78; 2006 Acts, ch 1030, §60
Referred to in §501A.903, 501A.1007
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1007 - Member control agreements.

501A.1007 Member control agreements.
1. Authorization. A written agreement among persons who are then members, including a sole member, or who have signed subscription or contribution agreements, relating to the control of any phase of the business and affairs of the cooperative, its liquidation, dissolution and termination, or the relations among members or persons who have signed subscription or contribution agreements is valid as provided in subsection 2. Other than the authorization of nonpatron membership interests as provided in section 501A.901 and nonpatron voting rights as provided in section 501A.810, whenever this chapter provides that a particular result may or must be obtained through a provision in a cooperative’s articles or bylaws, the same result can be accomplished through a member control agreement valid under this section or through a procedure established by a member control agreement valid under this section. However, the member control agreement must be authorized by the cooperative’s articles or bylaws and cannot conflict with the cooperative’s articles or bylaws. Any result accomplished through a membership control agreement under this section must be properly disclosed as provided in section 501A.901.
2. Valid execution. Other than patron member voting control under section 501A.810 and patron member allocation and distribution provisions under sections 501A.1005 and 501A.1006, a written agreement among persons described in subsection 1 that relates to the control of or the liquidation, dissolution, and termination of the cooperative, the relations among them, or any phase of the business and affairs of the cooperative is valid if it meets the requirements of this subsection. This includes but is not limited to the management of its business, the declaration and payment of distributions, the sharing of profits and losses, the election of directors, the employment of members by the cooperative, or the arbitration of disputes. The written agreement must be signed by all persons who are then the members of the cooperative, whether or not the members all have voting power, and all those who have signed contribution agreements, regardless of whether those signatories will, when members, have voting power.
3. Other agreements not affected. This section does not apply to, limit, or restrict agreements otherwise valid, nor is the procedure set forth in this section the exclusive method of agreement among members or between the members and the cooperative with respect to any of the matters described.
2005 Acts, ch 135, §79
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1008 - Reversion of disbursements.

501A.1008 Reversion of disbursements.
1. Once a person’s membership interest or other member’s equity in a cooperative is deemed abandoned under section 556.5, the cooperative may retain any disbursement held by the cooperative for or owing to the person. The cooperative may also deliver the disbursement to the treasurer of state for disposition as abandoned property pursuant to sections 556.5 and 556.11.
2. If the cooperative elects to retain the disbursement under this section, the disbursement shall be deposited into a reversion fund established by the cooperative.
3. A disbursement having an aggregate value of fifty dollars or more that is retained by the cooperative shall be forfeited to the cooperative only if the cooperative publishes at least one notice of the abandoned property in a publication regularly distributed to its membership or in a newspaper having a general circulation in the county where the cooperative is located. The notice shall include all of the following:
a. The name and address of the cooperative.
b. The name of the person who has an interest in the disbursement according to the records of the cooperative.
c. A brief description of the type of disbursement retained by the cooperative.
d. A statement that the disbursement will be forfeited to the cooperative unless the person files a claim for the disbursement within the period provided for in this section.
4. a. Subject to this subsection, a person asserting an interest in the disbursement may file a claim for it with the cooperative in a manner and according to procedures required by the cooperative. If a person is entitled to an abandoned membership interest, or other interest as provided in section 556.20 or 556.21, the cooperative shall also pay the person the disbursement deposited in the reversion fund that is realized or accrued from the membership interest or other interest.
b. If a person has not filed a claim for the disbursement within six months after the first date that the notice of abandoned property is first published as provided in this section, the disbursement shall be forfeited to the cooperative.
5. The disbursements deposited into the reversion fund that are forfeited to the cooperative shall be used as provided in this subsection. The cooperative may authorize the payment of forfeited disbursements to persons claiming interests in forfeited disbursements as provided in the cooperative’s articles of organization or bylaws. Otherwise, forfeited disbursements shall be used as the directors deem suitable for any of the following purposes:
a. Teaching and promoting cooperation. The directors may deposit the amounts of disbursements into the education fund as established by the cooperative.
b. Economic development including private or joint public and private investments involving the creation of economic opportunities for the cooperative’s members or the retention of existing sources of income that would otherwise be lost.
2005 Acts, ch 135, §80; 2006 Acts, ch 1010, §131
Referred to in §556.5
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1202 - Winding up.

501A.1202 Winding up.
1. Collection and payment of debts. After the notice of intent to dissolve has been filed with the secretary, the board, or the officers acting under the direction of the board, shall proceed as soon as possible to do all of the following:
a. Collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for membership interests.
b. Pay or make provision for the payment of all debts, obligations, and liabilities of the cooperative according to their priorities.
2. Transfer of assets. After the notice of intent to dissolve has been filed with the secretary, the board may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.
3. Distribution to members. Tangible and intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the cooperative shall be distributed to the members and former members as provided in the cooperative’s articles or bylaws, unless otherwise provided by law. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.
2005 Acts, ch 135, §86
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1203 - Revocation of dissolution proceedings.

501A.1203 Revocation of dissolution proceedings.
1. Authority to revoke. Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary.
2. Revocation by members. The chairperson may call a members’ meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the members’ meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members’ meeting by a majority of the members of the cooperative or, for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.
3. Filing with the secretary. Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary. After the notice is filed, the cooperative may resume business.
2005 Acts, ch 135, §87
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1204 - Statute of limitations.

501A.1204 Statute of limitations.
The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative, or arbitration proceedings concerning the claim by two years after the date the notice of intent to dissolve is filed with the secretary.
2005 Acts, ch 135, §88
Barring of claims, §501A.1215
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1205 - Articles of dissolution.

501A.1205 Articles of dissolution.
1. Conditions to file. Articles of dissolution of a cooperative shall be filed with the secretary after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articles of dissolution shall state all of the following:
a. The name of the cooperative.
b. All debts, obligations, and liabilities of the cooperative have been paid or discharged or adequate provisions have been made for them or time periods allowing claims have run and other claims are not outstanding.
c. The remaining property, assets, and claims of the cooperative have been distributed among the members or under a liquidation authorized by the members.
d. Legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against the cooperative in a pending proceeding.
2. Dissolution effective on filing. The cooperative is dissolved when the articles of dissolution have been filed with the secretary.
3. Certificate. The secretary shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains all of the following:
a. The name of the dissolved cooperative.
b. The date the articles of dissolution were filed with the secretary.
c. A statement that the cooperative is dissolved.
2005 Acts, ch 135, §89
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1206 - Application for court-supervised voluntary dissolution.

501A.1206 Application for court-supervised voluntary dissolution.
After a notice of intent to dissolve has been filed with the secretary and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court within the county where the registered address is located to have the dissolution conducted or continued under the supervision of the court.
2005 Acts, ch 135, §90
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1208 - Procedure in involuntary or court-supervised voluntary dissolution.

501A.1208 Procedure in involuntary or court-supervised voluntary dissolution.
1. Action before hearing. Before a hearing is completed in dissolution proceedings, a court may do any of the following:
a. Issue injunctions.
b. Appoint receivers with all powers and duties that the court directs.
c. Take actions required to preserve the cooperative’s assets, wherever located.
d. Carry on the business of the cooperative.
2. Action after hearing. After a hearing is completed, upon notice to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative’s assets, including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of membership interests. A receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative, either at public or private sale.
3. Discharge of obligations. The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the following order of priority:
a. The costs and expense of the proceedings, including attorney fees and disbursements.
b. Debts, taxes, and assessments due the United States, this state, and other states in that order.
c. Claims duly proved and allowed to employees under the provisions of the workers’ compensation law, except that claims under this paragraph shall not be allowed if the cooperative carried workers’ compensation insurance, as provided by law, at the time the injury was sustained.
d. Claims, including the value of all compensation paid in a medium other than money, proved and allowed to employees for services performed within three months preceding the appointment of the receiver.
e. Other claims that are proved and allowed by the court.
4. Remainder to members. After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members or distributed under an approved liquidation plan.
2005 Acts, ch 135, §92
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1209 - Receiver qualifications and powers.

501A.1209 Receiver qualifications and powers.
1. Qualifications. A receiver shall be a natural person or a domestic business entity or a foreign business entity authorized to transact business in this state. A receiver shall give a bond as directed by the court with the sureties required by the court.
2. Powers. A receiver may sue and defend in all courts as receiver of the cooperative. The court appointing the receiver has exclusive jurisdiction of the cooperative and its property.
2005 Acts, ch 135, §93
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1210 - Dissolution action by attorney general — administrative dissolution.

501A.1210 Dissolution action by attorney general — administrative dissolution.
1. Conditions to begin action. A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that any of the following applies:
a. The articles and certificate of organization were procured through fraud.
b. The cooperative was organized for a purpose not permitted by this chapter or prohibited by state law.
c. The cooperative has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter.
d. The cooperative has acted, or failed to act, in a manner that constitutes surrender or abandonment of the cooperative’s franchise, privileges, or enterprise.
2. Notice to cooperative. An action shall not be commenced under subsection 1 until thirty days after notice to the cooperative by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the cooperative has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the cooperative thirty additional days to make the correction before filing the action.
2005 Acts, ch 135, §94
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1211 - Filing claims in court-supervised dissolution proceedings.

501A.1211 Filing claims in court-supervised dissolution proceedings.
1. Filing under oath. In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the clerk of court or with the receiver in a form prescribed by the court.
2. Date to file a claim. If the court requires the filing of claims, the court shall do all of the following:
a. Set a date, by order, at least one hundred twenty days after the date the order is filed as the last day for the filing of claims.
b. Prescribe the notice of the fixed date that shall be given to creditors and claimants.
3. Fixed date or extension for filing. Before the fixed date, the court may extend the time for filing claims. Creditors and claimants failing to file claims on or before the fixed date may be barred, by order of court, from claiming an interest in or receiving payment out of the property or assets of the cooperative.
2005 Acts, ch 135, §95
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1212 - Discontinuance of court-supervised dissolution proceedings.

501A.1212 Discontinuance of court-supervised dissolution proceedings.
The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dismiss the proceedings and direct the receiver, if any, to redeliver to the cooperative its remaining property and assets.
2005 Acts, ch 135, §96
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1213 - Court-supervised dissolution order.

501A.1213 Court-supervised dissolution order.
1. Conditions for dissolution order. In an involuntary or supervised voluntary dissolution the court shall enter an order dissolving the cooperative upon the following conditions:
a. After the costs and expenses of the proceedings and all debts, obligations, and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been distributed to its members.
b. If the property or other assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations, and liabilities, when all the property and assets have been applied so far as they will go to their payment according to their priorities.
2. Dissolution effective on filing order. When the order dissolving the cooperative has been entered, the cooperative is dissolved.
2005 Acts, ch 135, §97
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1214 - Filing court’s dissolution order.

501A.1214 Filing court’s dissolution order.
After the court enters an order dissolving a cooperative, the clerk of court shall cause a certified copy of the dissolution order to be filed with the secretary. The secretary shall not charge a fee for filing the dissolution order.
2005 Acts, ch 135, §98
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1215 - Barring of claims.

501A.1215 Barring of claims.
1. Claims barred. A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding during the pendency of the dissolution proceeding or has not initiated a legal, administrative, or arbitration proceeding before the commencement of the dissolution proceedings and all those claiming through or under the creditor or claimant are forever barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.
2. Certain unfiled claims allowed. Within one year after articles of dissolution have been filed with the secretary under this chapter or a dissolution order has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim for any of the following:
a. Against the cooperative to the extent of undistributed assets.
b. If the undistributed assets are not sufficient to satisfy the claim, the claim may be allowed against a member to the extent of the distributions to members in dissolution received by the member.
3. Omitted claims allowed. Debts, obligations, and liabilities incurred during dissolution proceedings shall be paid or provided for by the cooperative before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but is not paid may pursue any remedy against the offenders, directors, or members of the cooperative before the expiration of the applicable statute of limitations. This subsection does not apply to dissolution under the supervision or order of a court.
2005 Acts, ch 135, §99
Statute of limitations, see §501A.1204
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1216 - Right to sue or defend after dissolution.

501A.1216 Right to sue or defend after dissolution.
After a cooperative has been dissolved, any of its former officers, directors, or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.
2005 Acts, ch 135, §100
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.2 - Definitions.

501B.2 Definitions.
As used in this chapter:
1. “Established practices” means the practices used by an unincorporated nonprofit association without material change during the most recent five years of its existence, or if it has existed for less than five years, during its entire existence.
2. “Governing principles” means the agreements, whether oral, in a record, or implied from its established practices, that govern the purpose or operation of an unincorporated nonprofit association and the rights and obligations of its members and managers. “Governing principles” includes any amendment or restatement of the agreements constituting the governing principles.
3. “Manager” means a person that is responsible, alone or in concert with others, for the management of an unincorporated nonprofit association and includes but is not limited to persons who may be designated as directors and officers or some other designation indicating that such persons would perform the duties of a manager.
4. “Member” means a person that, under the governing principles, may participate in the selection of persons authorized to manage the affairs of the unincorporated nonprofit association or in the development of the policies and activities of the association.
5. “Person” means an individual, corporation, business trust, statutory entity trust, estate, trust, partnership, limited liability company, cooperative, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
6. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
7. “State” means a state of the United States, the District of Columbia, Puerto Rico, United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
8. “Unincorporated nonprofit association” or “association” means an unincorporated organization consisting of two or more members joined under an agreement that is oral, in a record, or implied from conduct, for one or more common, nonprofit purposes. “Unincorporated nonprofit association” does not include any of the following:
a. A trust.
b. A marriage, domestic partnership, common law domestic relationship, civil union, or other domestic living arrangement.
c. An organization formed under any other statute that governs the organization and operation of unincorporated associations.
d. A joint tenancy or tenancy in common even if the co-owners share use of the property for a nonprofit purpose.
e. A relationship under an agreement in a record that expressly provides that the relationship between the parties does not create an unincorporated nonprofit association.
2010 Acts, ch 1112, §2, 33
Referred to in §9H.1
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.3 - Relation to other law.

501B.3 Relation to other law.
1. Principles of law and equity supplement this chapter unless displaced by a particular provision of this chapter.
2. A statute governing a specific type of unincorporated nonprofit association prevails over an inconsistent provision in this chapter, to the extent of the inconsistency.
3. This chapter supplements the law of this state that applies to nonprofit associations operating in this state. If a conflict exists, that law applies.
2010 Acts, ch 1112, §3, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.4 - Governing law.

501B.4 Governing law.
1. Except as otherwise provided in subsection 2, this chapter governs the operation in this state of all unincorporated nonprofit associations formed or operating in this state.
2. Unless the governing principles specify a different jurisdiction, the law of the jurisdiction in which an unincorporated nonprofit association has its main place of activities governs the internal affairs of the association.
2010 Acts, ch 1112, §4, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.5 - Legal entity — perpetual existence — powers.

501B.5 Legal entity — perpetual existence — powers.
1. An unincorporated nonprofit association is a legal entity distinct from its members and managers.
2. An unincorporated nonprofit association has perpetual duration unless the governing principles specify otherwise.
3. An unincorporated nonprofit association has the same powers as an individual to do all things necessary or convenient to carry on its purposes.
4. An unincorporated nonprofit association may engage in profit-making activities but profits from any activities must be used or set aside for the association’s nonprofit purposes.
2010 Acts, ch 1112, §5, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.6 - Ownership and transfer of property.

501B.6 Ownership and transfer of property.
1. An unincorporated nonprofit association may acquire, hold, encumber, or transfer in its name an interest in real or personal property.
2. An unincorporated nonprofit association may be a beneficiary of a trust or contract, a legatee, or a devisee.
2010 Acts, ch 1112, §6, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.7 - Statement of authority as to real property.

501B.7 Statement of authority as to real property.
1. For purposes of this section, “statement of authority” means a statement authorizing a person to transfer an interest in real property held in the name of an unincorporated nonprofit association.
2. An interest in real property held in the name of an unincorporated nonprofit association may be transferred by a person authorized to do so in a statement of authority filed by the association in the office of the county recorder in which a transfer of the property would be recorded.
3. A statement of authority must set forth all of the following:
a. The name of the unincorporated nonprofit association.
b. The address in this state, including the street address, if any, of the association or, if the association does not have an address in this state, its out-of-state address.
c. That the association is an unincorporated nonprofit association.
d. The name, title, or position of a person authorized to transfer an estate or interest in real property held in the name of the association.
4. A statement of authority must be executed in the same manner as an affidavit by a person other than the person authorized in the statement to transfer the interest.
5. The county recorder may collect a fee as provided in sections 331.604 and 331.605 for filing a statement of authority in the amount authorized for filing a transfer of real property.
6. A document amending, revoking, or canceling a statement of authority or stating that the statement is unauthorized or erroneous must meet the requirements for executing and filing an original statement.
7. A statement of authority filed in the office of the county recorder as provided in subsection 2 is effective until amended or canceled, unless an earlier cancellation date is specified in the statement.
8. If the record title to real property is in the name of an unincorporated nonprofit association and the statement of authority is filed in the office of the county recorder in which a transfer of the property would be filed, the authority of the person named in the statement to transfer is conclusive in favor of a person that gives value without notice that the person lacks authority.
2010 Acts, ch 1112, §7, 33; 2013 Acts, ch 108, §3; 2014 Acts, ch 1092, §109
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.8 - Liability.

501B.8 Liability.
1. For a debt, obligation, or other liability of an unincorporated nonprofit association, whether arising in contract, tort, or otherwise, all of the following apply:
a. It is solely the debt, obligation, or other liability of the association.
b. It does not become a debt, obligation, or other liability of a member, manager, employee, or volunteer solely because the member acts as a member, the manager acts as a manager, the employee acts as an employee, or a volunteer acts as a volunteer.
2. A person’s status as a member, manager, employee, or volunteer does not prevent or restrict law other than this chapter from imposing liability on the person or the association because of the person’s conduct.
3. A person who is a manager, member, employee, or volunteer is not personally liable in that capacity to the unincorporated nonprofit association or any of its members for any action taken or failure to take any action in the discharge of the person’s duties except liability for any of the following:
a. The amount of any financial benefit to which the person is not entitled.
b. An intentional infliction of harm on the unincorporated nonprofit association or the members.
c. An intentional violation of criminal law.
d. Improper distributions.
2010 Acts, ch 1112, §8, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.9 - Assertion and defense of claims.

501B.9 Assertion and defense of claims.
1. An unincorporated nonprofit association may sue or be sued in its own name.
2. A member or manager may assert a claim the member or manager has against the unincorporated nonprofit association. An association may assert a claim it has against a member or manager.
2010 Acts, ch 1112, §9, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.10 - Effect of judgment or order.

501B.10 Effect of judgment or order.
A judgment or order against an unincorporated nonprofit association is not by itself a judgment or order against a member or manager.
2010 Acts, ch 1112, §10, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.11 - Appointment of agent to receive service of process.

501B.11 Appointment of agent to receive service of process.
1. An unincorporated nonprofit association may file in the office of the secretary of state a statement appointing an agent authorized to receive service of process.
2. A statement appointing an agent must set forth all of the following:
a. The name of the unincorporated nonprofit association.
b. The name of the person in this state authorized to receive service of process and the person’s address, including the street address, in this state.
3. A statement appointing an agent must be signed and acknowledged by a person authorized to manage the affairs of the unincorporated nonprofit association and by the person appointed as the agent. By signing and acknowledging the statement the person becomes the agent.
4. a. An amendment to or cancellation of a statement appointing an agent to receive service of process must meet the requirements for executing an original statement. An agent may resign by filing a resignation in the office of the secretary of state and giving notice to the association.
b. A statement of resignation takes effect on the earlier of the following:
(1) 12:01 a.m. on the thirty-first day after the day on which it is filed with the secretary of state.
(2) The designation of a new registered agent for the association.
5. The secretary of state may collect a fee for filing a statement appointing an agent to receive service of process, an amendment, a cancellation, or a resignation in the amount charged for filing similar documents.
2010 Acts, ch 1112, §11, 33; 2020 Acts, ch 1058, §9
Referred to in §501B.12
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.12 - Service of process.

501B.12 Service of process.
In an action or proceeding against an unincorporated nonprofit association, process may be served on an agent authorized by appointment to receive service of process pursuant to section 501B.11, on a manager of the association, or in any other manner authorized by the law of this state.
2010 Acts, ch 1112, §12, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.13 - Action or proceeding not abated by change.

501B.13 Action or proceeding not abated by change.
An action or proceeding against an unincorporated nonprofit association does not abate merely because of a change in its members or managers.
2010 Acts, ch 1112, §13, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.14 - Venue.

501B.14 Venue.
Unless otherwise provided by law other than this chapter, venue of an action against an unincorporated nonprofit association brought in this state is determined under the statutes applicable to an action brought in this state against a corporation under chapter 504.
2010 Acts, ch 1112, §14, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.16 - Approval by members.

501B.16 Approval by members.
1. Except as otherwise provided in the governing principles, an unincorporated nonprofit association must have the approval of its members to do any of the following:
a. Admit, suspend, dismiss, or expel a member.
b. Select or dismiss a manager.
c. Adopt, amend, or repeal the governing principles.
d. Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the association’s property, with or without the association’s goodwill, outside the ordinary course of its activities.
e. Dissolve under section 501B.28 or merge under section 501B.30.
f. Undertake any other act outside the ordinary course of the association’s activities.
g. Determine the policy and purposes of the association.
2. An unincorporated nonprofit association must have the approval of the members to do any other act or exercise a right that the governing principles require to be approved by members.
2010 Acts, ch 1112, §16, 33
Referred to in §501B.22
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.17 - Meetings of members — voting, notice, and quorum requirements.

501B.17 Meetings of members — voting, notice, and quorum requirements.
1. Unless the governing principles provide otherwise all of the following apply:
a. Approval of a matter by members requires an affirmative majority of the votes cast at a meeting of members.
b. Each member is entitled to one vote on each matter that is submitted for approval by members.
2. Notice and quorum requirements for member meetings and the conduct of meetings of members are determined by the governing principles.
2010 Acts, ch 1112, §17, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.18 - Duties of member.

501B.18 Duties of member.
1. A member does not have a fiduciary duty to an unincorporated nonprofit association or to another member solely by being a member.
2. A member shall discharge the duties to the unincorporated nonprofit association and the other members and exercise any rights under this chapter consistent with the governing principles and the obligation of good faith and fair dealing.
2010 Acts, ch 1112, §18, 33
Referred to in §501B.27
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.19 - Admission, suspension, dismissal, or expulsion of members.

501B.19 Admission, suspension, dismissal, or expulsion of members.
1. A person becomes a member and may be suspended, dismissed, or expelled in accordance with the association’s governing principles. If there are no applicable governing principles, a person may become a member or be suspended, dismissed, or expelled from an association only by a vote of its members. A person may not be admitted as a member without the person’s consent.
2. Unless the governing principles provide otherwise, the suspension, dismissal, or expulsion of a member does not relieve the member from any unpaid capital contribution, dues, assessments, fees, or other obligation incurred or commitment made by the member before the suspension, dismissal, or expulsion.
2010 Acts, ch 1112, §19, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.20 - Member’s resignation.

501B.20 Member’s resignation.
1. A member may resign as a member in accordance with the governing principles. In the absence of applicable governing principles, a member may resign at any time.
2. Unless the governing principles provide otherwise, resignation of a member does not relieve the member from any unpaid capital contribution, dues, assessments, fees, or other obligation incurred or commitment made by the member before resignation.
2010 Acts, ch 1112, §20, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.21 - Membership interest not transferable.

501B.21 Membership interest not transferable.
Except as otherwise provided in the governing principles, a member’s interest or any right under the governing principles is not transferable.
2010 Acts, ch 1112, §21, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.22 - Selection of managers — management rights of managers.

501B.22 Selection of managers — management rights of managers.
Except as otherwise provided in this chapter or the governing principles, all of the following apply:
1. Only the members may select a manager or managers.
2. A manager may be a member or a nonmember.
3. If a manager is not selected, all members are managers.
4. Each manager has equal rights in the management and conduct of the association’s activities.
5. All matters relating to the association’s activities shall be decided by its managers except for matters reserved for approval by members pursuant to section 501B.16.
6. A difference among managers is decided by a majority of the managers.
2010 Acts, ch 1112, §22, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.23 - Duties of managers.

501B.23 Duties of managers.
1. A manager owes to the unincorporated nonprofit association and to its members the fiduciary duties of loyalty and care.
2. A manager shall manage the unincorporated nonprofit association in good faith, in a manner the manager reasonably believes to be in the best interests of the association, and with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances. A manager may rely in good faith upon any opinion, report, statement, or other information provided by another person that the manager reasonably believes is a competent and reliable source for the information.
3. After full disclosure of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty by a manager may be authorized or ratified by a majority of the members that are not interested directly or indirectly in the act or transaction.
4. A manager that makes a business judgment in good faith satisfies the duties specified in subsection 1 if all of the following conditions apply:
a. The manager is not interested, directly or indirectly, in the subject of the business judgment and is otherwise able to exercise independent judgment.
b. The manager is informed with respect to the subject of the business judgment to the extent the manager reasonably believes to be appropriate under the circumstances.
c. The manager believes that the business judgment is in the best interests of the unincorporated nonprofit association and in accordance with its purposes.
2010 Acts, ch 1112, §23, 33
Referred to in §501B.27
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.24 - Notice and quorum requirements for meetings of managers.

501B.24 Notice and quorum requirements for meetings of managers.
Notice and quorum requirements for meetings of managers and the conduct of meetings of managers are determined by the governing principles.
2010 Acts, ch 1112, §24, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.25 - Right of member or manager to information.

501B.25 Right of member or manager to information.
1. On reasonable notice, a member or manager of an unincorporated nonprofit association may inspect and copy during the unincorporated nonprofit association’s regular operating hours, at a reasonable location specified by the association, any record maintained by the association regarding its activities, financial condition, or other circumstances, to the extent the information is material to the member’s or manager’s rights or duties under the governing principles.
2. An unincorporated nonprofit association may impose reasonable restrictions on access to and use of information to be furnished under this section, including designating the information confidential and imposing obligations of nondisclosure and safeguarding on the recipient.
3. An unincorporated nonprofit association may charge a person that makes a demand under this section reasonable copying costs, limited to the costs of labor and materials.
4. A former member or manager is entitled to information to which the member or manager was entitled while a member or manager if the information pertains to the period during which the person was a member or manager, the former member or manager seeks the information in good faith, and the former member or manager satisfies subsections 1 through 3.
2010 Acts, ch 1112, §25, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.26 - Distributions prohibited — compensation and other permitted payments.

501B.26 Distributions prohibited — compensation and other permitted payments.
1. Except as otherwise provided in subsection 2, an unincorporated nonprofit association may not pay dividends or make distributions to a member or manager.
2. An unincorporated nonprofit association may do any of the following:
a. Pay reasonable compensation or reimburse reasonable expenses to a member or manager for services rendered.
b. Confer benefits on a member or manager in conformity with its nonprofit purposes.
c. Repurchase a membership and repay a capital contribution made by a member to the extent authorized by its governing principles.
d. Make distributions of property to members upon winding up and termination to the extent permitted by section 501B.29.
2010 Acts, ch 1112, §26, 33
Referred to in §501B.30