reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499B - HORIZONTAL PROPERTY (CONDOMINIUMS) › Section 499B.17 - Lien against owner of unit.

499B.17 Lien against owner of unit.
All sums assessed by the council of co-owners but unpaid for the share of the common expenses chargeable to any apartment shall constitute a lien on such apartment prior to all other liens except only tax liens on the apartment in favor of any assessing unit and special district and all sums unpaid on a first mortgage of record. Such lien may be foreclosed by suit by the council of co-owners or the representatives thereof, acting on behalf of the apartment owners, in like manner as a mortgage of real property. In the event of any such foreclosure, the apartment owner shall be required to pay a reasonable rental for the apartment if so provided in the bylaws, and the plaintiff in such foreclosure shall be entitled to the appointment of a receiver to collect the same. The council of co-owners or the representatives thereof, acting on behalf of the apartment owners, shall have power, unless prohibited by the declaration, to bid in the apartment at foreclosure sale, and to acquire and hold, lease, mortgage and convey the same. Suit to recover a money judgment for unpaid common expenses shall be maintainable without foreclosing or waiving the lien securing the same.
[C66, 71, 73, 75, 77, 79, 81, §499B.17]
2011 Acts, ch 25, §60
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499B - HORIZONTAL PROPERTY (CONDOMINIUMS) › Section 499B.18 - Common expenses before foreclosure.

499B.18 Common expenses before foreclosure.
Where the mortgagee of a first mortgage of record or other purchaser of an apartment obtains title to the apartment as a result of foreclosure of the first mortgage, such acquirer of title, the acquirer’s successors and assigns, shall not be liable for the share of the common expenses or assessments by the council of co-owners chargeable to such apartment which became due prior to the acquisition of title to such apartment by such acquirer. Such unpaid share of common expenses or assessments shall be deemed to be common expenses collectible from all of the apartment owners including such acquirer, the acquirer’s successors and assigns.
[C66, 71, 73, 75, 77, 79, 81, §499B.18]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499B - HORIZONTAL PROPERTY (CONDOMINIUMS) › Section 499B.19 - Common expenses after voluntary conveyance.

499B.19 Common expenses after voluntary conveyance.
In a voluntary conveyance the grantee of an apartment shall be jointly and severally liable with the grantor for all unpaid assessments against the latter for the grantor’s share of the common expenses up to the time of the grant or conveyance, without prejudice to the grantee’s right to recover from the grantor the amounts paid by the grantee therefor. However, any such grantee shall be entitled to a statement from the council of co-owners or its representatives, setting forth the amount of the unpaid assessments against the grantor and such grantee shall not be liable for, nor shall the apartment conveyed be subject to a lien for, any unpaid assessments against the grantor in excess of the amount therein set forth.
[C66, 71, 73, 75, 77, 79, 81, §499B.19]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499B - HORIZONTAL PROPERTY (CONDOMINIUMS) › Section 499B.20 - Conversions to meet building codes.

499B.20 Conversions to meet building codes.
After April 25, 2000, an existing structure shall not be converted to a horizontal property regime unless the converted structure meets local city or county, as applicable, building code requirements in effect on the date of conversion or the state building code requirements, as adopted pursuant to section 103A.7, if the local city or county does not have a building code. For purposes of this section, if the structure is located in a city, the city building code applies and if the structure is located in the unincorporated area of the county, the county building code applies.
2000 Acts, ch 1142, §4, 5; 2004 Acts, ch 1086, §82
Referred to in §499B.3
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 499B - HORIZONTAL PROPERTY (CONDOMINIUMS) › Section 499B.21 - Effect of documents and instruments.

499B.21 Effect of documents and instruments.
1. Unless amended or terminated by the following documents or instruments, all terms, conditions, covenants, and provisions contained in the following documents or instruments shall remain in full force and effect as long as the horizontal property regime remains in existence:
a. The declaration of the horizontal property regime and any amendments thereto.
b. The articles of incorporation of the horizontal property regime and any amendments thereto.
c. The bylaws of the horizontal property regime and any amendments thereto.
d. Any rules and regulations adopted pursuant to the declaration of the horizontal property regime and the bylaws of the horizontal property regime.
e. Any property interests created by any documents or instruments specified in paragraph “a”, “b”, “c”, or “d”.
2. A document or instrument specified in subsection 1, and any property interests created by such document or instrument, shall not be extinguished, limited, or impaired by application of section 558.68 or 614.24.
2014 Acts, ch 1095, §3, 6
Referred to in §558.68, 614.24
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 500 - COLLECTIVE MARKETING › Section 500.1 - Authorization.

500.1 Authorization.
Persons engaged in the conduct of any agricultural, horticultural, dairy, livestock, mercantile, mining, or manufacturing business in the manner provided in section 500.3 may act together in associations, corporate or otherwise, for the purpose of collectively producing, processing, preparing for market, handling, and marketing the products of their members. Such persons may organize and operate such associations, and such associations may make the necessary contracts and agreements to effect that purpose, any law to the contrary notwithstanding.
[C24, 27, 31, 35, 39, §8513; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §500.1]
Referred to in §500.3
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 500 - COLLECTIVE MARKETING › Section 500.2 - Liquidated damages.

500.2 Liquidated damages.
Contracts and agreements entered into between associations and the members thereof may, where damages that may be sustained for the breach thereof are difficult of ascertainment, provide for such penalties as may be agreed upon, which penalties, if the parties thereto so agree, shall be construed as liquidated damages and be enforceable in the full amount thereof both at law and in equity.
[C24, 27, 31, 35, 39, §8514; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §500.2]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 500 - COLLECTIVE MARKETING › Section 500.3 - Applicability of chapter.

500.3 Applicability of chapter.
The provisions of this chapter shall apply:
1. To corporations organized under the provisions of chapter 497.
2. a. To other incorporated associations or companies organized without capital stock, not for pecuniary profit and for the mutual benefit of their members.
b. For purposes of this subsection, “not for pecuniary profit” includes but is not necessarily limited to an incorporated association organized to assist its members to make profits for themselves as producers by the means authorized in section 500.1, but not to make income or profit for distribution to its members, directors, or officers, except as provided in chapter 504.
[C24, 27, 31, 35, 39, §8515; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §500.3; 81 Acts, ch 162, §1]
2004 Acts, ch 1049, §191; 2004 Acts, ch 1175, §393; 2012 Acts, ch 1023, §157
Referred to in §500.1
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.101 - Definitions.

501.101 Definitions.
As used in this chapter, unless the context requires otherwise:
1. “Alternative voting method” means a method of voting other than a written ballot, including voting by electronic, telephonic, internet, or other means that reasonably allows members the opportunity to vote.
2. “Articles” means the cooperative’s articles of association.
3. “Authorized person” means a person who is one of the following:
a. A farming entity.
b. A person who owns at least one hundred fifty acres of agricultural land and receives as rent a share of the crops or the animals raised on the land if that person is a natural person or a general partnership as organized under chapter 486, Code 1999, or chapter 486A in which all partners are natural persons.
c. An employee of the cooperative who performs at least one thousand hours of service for the cooperative in each calendar year.
4. “Board” means the cooperative’s board of directors.
5. “Cooperative” means a cooperative association organized under this chapter or converted to this chapter pursuant to section 501.601.
6. “Farming” means the same as defined in section 9H.1.
7. “Farming entity” means any one of the following:
a. A natural person or a fiduciary for a natural person who regularly participates in physical labor or operations management in a farming operation and files schedule F as part of the person’s annual form 1040 or form 1041 filing with the United States internal revenue service.
b. A family farm corporation, family farm limited liability company, family farm limited partnership, or family trust, as defined in section 9H.1.
c. A general partnership as organized under chapter 486, Code 1999, or chapter 486A in which all the partners are natural persons actively engaged in farming as provided in section 9H.1.
8. “Interest” means a voting interest or other interest in a cooperative as described in the cooperative’s articles of association.
9. “Interest holder” means a person who owns an interest in a cooperative, whether or not that interest has voting rights.
10. “Member” means a person who owns a voting interest in a cooperative.
11. “Membership” means the interest established by a member owning a voting interest.
12. “Voting interest” means an interest in a cooperative that has voting rights.
96 Acts, ch 1010, §3; 98 Acts, ch 1152, §1 – 6, 69; 99 Acts, ch 96, §40, 41; 2011 Acts, ch 23, §7; 2011 Acts, ch 131, §68, 158
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.102 - Purposes and powers.

501.102 Purposes and powers.
1. A cooperative organized under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles.
2. Unless its articles provide otherwise, a cooperative has perpetual duration and succession in its cooperative name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, but not limited to, all of the following:
a. Sue and be sued, complain, and defend in its name.
b. Have a seal, which may be altered at will, and use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.
c. Make and amend bylaws, not inconsistent with its articles of association or with the laws of this state, for managing the business and regulating the affairs of the cooperative.
d. Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located.
e. Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.
f. Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity.
g. Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other interests of the cooperative, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income.
h. Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.
i. Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity.
j. Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state.
k. Elect directors and appoint officers, employees, and agents of the cooperative, define their duties, fix their compensation, and lend them money and credit.
l. Pay pensions and establish pension plans, pension trusts, profit-sharing plans, bonus plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents.
m. Make donations for the public welfare or for charitable, scientific, or educational purposes.
n. Transact any lawful business that will aid governmental policy.
o. Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the cooperative.
96 Acts, ch 1010, §4; 98 Acts, ch 1152, §7, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.103 - Permissible members — limited farming activities.

501.103 Permissible members — limited farming activities.
1. Notwithstanding section 9H.4, any person or entity, subject to the limitations set forth in section 501.305, and subject to the cooperative’s articles and bylaws, is permitted to own interests, including voting interests, in a cooperative.
2. Notwithstanding section 9H.4, a cooperative may, directly or indirectly, acquire or otherwise obtain or lease agricultural land in this state, for as long as the cooperative continues to meet the following requirements:
a. Farming entities own sixty percent of the interests and are eligible to cast sixty percent of the votes at member meetings.
b. Authorized persons own at least seventy-five percent of the interests and are eligible to cast at least seventy-five percent of the votes at member meetings.
c. The cooperative does not, either directly or indirectly, acquire or otherwise obtain or lease agricultural land, if the total agricultural land either directly or indirectly owned or leased by the cooperative would then exceed six hundred forty acres.
3. A cooperative that claims that it is exempt from the restrictions of section 9H.4 pursuant to subsection 2 shall file a biennial report with the secretary of state on or before March 31 of each even-numbered year on forms supplied by the secretary of state. The report shall be signed by the president or the vice president of the cooperative and shall contain the following:
a. The cooperative’s name and address.
b. A certification that the cooperative meets both of the requirements of subsection 2.
c. The number of acres of agricultural land owned, leased, or held by the cooperative, including the following:
(1) The total number of acres in the state.
(2) The number of acres in each county identified by county name.
(3) The number of acres owned.
(4) The number of acres leased.
(5) The number of acres held other than by ownership or lease.
(6) The number of acres used for the production of row crops.
4. The president or the vice president of the cooperative who falsifies a report is guilty of perjury as provided in section 720.2.
5. In the event of a transfer of an interest in a cooperative by operation of law as a result of death, divorce, bankruptcy, or pursuant to a security interest, the cooperative may disregard the transfer for purposes of determining compliance with subsection 2 for a period of two years after the transfer.
96 Acts, ch 1010, §5; 97 Acts, ch 171, §34; 98 Acts, ch 1152, §8, 69; 2005 Acts, ch 19, §73
Referred to in §10.3, 10.5, 10.7, 10.10, 10B.4A, 502.102
Suspension of filing requirement, §10B.4A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.104 - Name.

501.104 Name.
The name of a cooperative organized under this chapter must comply with all of the following:
1. The name must contain the word “cooperative”, “coop”, or “co-op”.
2. The name must be distinguishable from all of the following:
a. The name of a cooperative organized under this chapter.
b. The name of a cooperative or cooperative association organized under another chapter, including chapter 497, 498, 499, or 501A.
c. The name of a foreign cooperative, cooperative association, or corporation authorized to do business in this state, including as provided in section 499.54 or section 501A.221.
d. The name of a cooperative which has been administratively dissolved pursuant to section 501.812 for a period of less than five years from the effective date of the dissolution.
96 Acts, ch 1010, §6; 2006 Acts, ch 1089, §42
Referred to in §501.202, 501.813
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.105 - Execution and filing of documents.

501.105 Execution and filing of documents.
1. The secretary of state may prescribe and furnish on request forms for the proper administration of this chapter. If the secretary of state has prescribed a mandatory form for a document, then that form must be on the prescribed form.
2. Articles must be signed by all of the organizers; and all other documents filed with the secretary of state must be signed by one of the cooperative’s officers. The printed name and capacity of each signatory must appear in proximity to the signatory’s signature. The secretary of state may accept a document containing a copy of the signature. A document is not required to contain a seal, an acknowledgment, or a verification.
3. The secretary of state shall collect the following fees:
a. Twenty dollars upon the filing of original or amended articles or articles of merger.
b. Five dollars upon the filing of all other required documents.
c. Five dollars per document and fifty cents per page for copying and certifying a document.
4. A document is effective at the later of the following times:
a. The time of filing on the date it is filed, as evidenced by the secretary of state’s date and time endorsement on the original document.
b. The delayed effective time and date specified in the document. If a delayed effective date but no time is specified in the document, the document is effective at the close of business on that date. A delayed effective date for a document shall not be later than the ninetieth day after the date it is filed.
5. A document filed under this section may be corrected if the document contains an incorrect statement or the execution of the document was defective. A document is corrected by filing with the secretary of state articles of correction which describe the document to be corrected, including its filing date or a copy of the document. The articles must specify and correct the incorrect statement or defective execution. Articles of correction are effective on the effective date of the document it corrects except as to persons relying on the original document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
6. The secretary of state shall forward for recording a copy of each original, amended, and restated articles, articles of merger, articles of consolidation, and articles of dissolution to the recorder of the county in which the cooperative has its principal place of business, or in the case of a merger or consolidation, to the recorders of each of the counties in which the merging or consolidating cooperatives have their principal offices. The county recorder shall collect recording fees pursuant to section 331.604 for documents forwarded for recording under this subsection.
96 Acts, ch 1010, §7; 98 Acts, ch 1152, §9, 69; 2009 Acts, ch 27, §30
Referred to in §9.11, 9.14, 501.617, 501.713
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.105A - Secretary of state — extra services — surcharge.

501.105A Secretary of state — extra services — surcharge.
Upon the request of a filer of a document under this chapter, the secretary of state shall provide an extra filing service and assess a surcharge as provided in chapter 9, subchapter II.
2021 Acts, ch 165, §260
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.108 - Quo warranto.

501.108 Quo warranto.
The attorney general alone shall have the right to inquire into whether a cooperative has the right to exist or continue under this chapter. If the secretary of state is informed that a cooperative is not functioning as a cooperative, the secretary of state shall notify the attorney general. If the attorney general finds reasonable cause that the cooperative is not functioning as provided under this chapter, the attorney general shall bring action to wind up the affairs of the cooperative.
96 Acts, ch 1010, §10
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.202 - Documents of organization.

501.202 Documents of organization.
1. The initial articles must set forth all of the following:
a. The name, address, and occupation of each organizer.
b. The names and addresses of the initial directors.
c. The street address of the cooperative’s initial registered office and the name of its initial registered agent at that office.
2. The articles must set forth all of the following:
a. The name that satisfies the requirements of section 501.104.
b. A statement that it is organized under this chapter.
c. Its duration, which may be perpetual.
d. The classes of interests and the authorized number of interests of each class.
e. The quorum required for each member meeting.
f. The member voting rules.
3. The articles may set forth any other provision consistent with law.
96 Acts, ch 1010, §12; 98 Acts, ch 1152, §12, 13, 69
Referred to in §501.203
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.203 - Amended and restated documents of organization.

501.203 Amended and restated documents of organization.
1. A cooperative may amend its articles at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles.
2. A cooperative may restate its articles at any time. A restatement of the articles must contain the information required by section 501.202, subsection 2, and may set forth any other provision consistent with law.
3. If the board recommends the amendment or restatement to the members, the amendment or restatement must be adopted by the members by a vote of two-thirds of the votes cast.
4. If the board does not recommend the amendment or restatement to the members, then the amendment or restatement must be adopted by the members by a vote of two-thirds of the votes cast in which vote a majority of all votes are cast.
96 Acts, ch 1010, §13; 2011 Acts, ch 23, §8; 2012 Acts, ch 1023, §73
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.204 - Bylaws.

501.204 Bylaws.
The board may adopt or amend the cooperative’s bylaws by a vote of three-fourths of the board. The members may adopt or amend the cooperative’s bylaws by a vote of three-fourths of the votes cast in which vote a majority of all votes are cast. A bylaw provision adopted by the members shall not be amended or repealed by the directors.
96 Acts, ch 1010, §14; 2011 Acts, ch 23, §9; 2012 Acts, ch 1023, §74
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.302 - Calling and notice of meetings.

501.302 Calling and notice of meetings.
1. A cooperative shall hold an annual member meeting at a time and place fixed in accordance with the bylaws.
2. The board may call special member meetings, and the board shall call a special member meeting upon the written demand of twenty percent of the members.
3. A cooperative shall give each member at least ten days’ advance notice of the time, place, and the issues to be considered at each member meeting. This notice may be given in person or by mail to the last known address of the member, or the notice requirement may be met by the member waiving the notice.
4. The record date for determining the members entitled to notice of and to vote at a member meeting is the close of business on the day before the first notices for the meeting are delivered or mailed.
96 Acts, ch 1010, §16
Referred to in §501.802
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.303 - Conduct of meetings.

501.303 Conduct of meetings.
1. Only those issues included in the notice of a member meeting may be considered at that meeting.
2. A member may vote at a member meeting in person or by mail ballot that specifies the issue and the member’s vote on that issue. If the board makes available a ballot form, then that form must be used to cast a mail ballot on that issue. If the cooperative’s articles or bylaws permit it, a member may cast a vote by an alternative voting method. The cooperative shall take reasonable measures to authenticate that a vote is cast by a member eligible to cast that vote.
3. The board may hold the meeting solely by means of remote communication in accordance with section 501.303A and in that case the notice shall describe how members may participate in the meeting.
96 Acts, ch 1010, §17; 2011 Acts, ch 23, §10; 2021 Acts, ch 165, §239, 248
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.303A - Remote participation in meetings of members.

501.303A Remote participation in meetings of members.
1. Members of any class or series may participate in any meeting of members by means of remote communication to the extent the board authorizes such participation for such class or series. Participation as a member by means of remote communication shall be subject to such guidelines and procedures as the board 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 cooperative 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 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 cooperative implements the measures specified in subsection 2.
2021 Acts, ch 165, §240, 248
Referred to in §501.303
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.304 - Member information.

501.304 Member information.
1. Within ten days from receiving a demand of a member, the cooperative shall produce and furnish the member with the names and addresses of all members of the cooperative.
2. The board shall adopt a policy which permits the distribution of information to all of the members upon the request of a member when the purpose of the request concerns directly the action of the board. Upon receipt of the information and the request of a member, the board shall distribute the information to all of the members. The cooperative may charge the requesting member the costs incurred by the cooperative in distributing the information.
96 Acts, ch 1010, §18
Referred to in §501.702
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.305 - Multiple membership prohibited.

501.305 Multiple membership prohibited.
A person who is a member owning fifteen percent or more of a cooperative shall not be eligible to be a member of any other cooperative organized under this chapter. A person violating this section is subject to a civil penalty of not more than one hundred dollars. The person’s membership in a cooperative shall terminate if the person’s acquisition of an interest in that cooperative caused the person to be in violation of this section.
96 Acts, ch 1010, §19
Referred to in §501.103
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.306 - Number of votes.

501.306 Number of votes.
A person who is a member shall not own more than one membership. The person shall be entitled to cast not more than one vote regarding any matter in which a vote is conducted, including any matter subject to a vote during a cooperative meeting.
96 Acts, ch 1010, §20; 98 Acts, ch 1152, §14, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.307 - Financial information.

501.307 Financial information.
The cooperative shall make available financial information to its membership by doing either of the following:
1. Preparing and providing to its members a financial statement for the cooperative’s last fiscal year.
a. The financial statement must be based upon an unqualified opinion based upon an audit performed by a certified public accountant licensed in this state. However, a qualification in an opinion is valid, if it is unavoidable by any audit procedure that is permitted under generally accepted accounting principles. An opinion that is qualified because of a limited audit procedure or because the scope of an audit is limited is invalid for purposes of this section.
b. The financial statement must disclose the assets, liabilities, and net worth of the cooperative. The financial statement must be prepared according to generally accepted accounting principles. Assets must be shown at original cost less depreciation, or based upon a valuation in accordance with a competent appraisal. Unpriced contracts for agricultural commodities or products must be shown as a liability and valued at the applicable current market price of the agricultural commodities or products as of the date the financial statement is prepared.
2. Honoring a demand to provide access at all reasonable hours at its offices to the books, records, accounts, papers, documents, and computer programs or other recordings relating to the property, assets, business, and financial affairs of the cooperative. The demand shall be in writing and signed by at least fifty percent of all the members of the cooperative. The cooperative shall honor the demand within one day from its receipt. Upon receipt of the demand, the cooperative must provide access to one or more persons selected by the fifty percent of the members to conduct the examination.
96 Acts, ch 1010, §21
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.401 - Number and election.

501.401 Number and election.
1. The affairs of a cooperative shall be managed by a board of not less than three directors.
2. The members shall elect the directors as prescribed in the articles or bylaws.
3. Each director shall serve the term prescribed in the articles or bylaws. The terms may be staggered.
96 Acts, ch 1010, §22
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.402 - Vacancies.

501.402 Vacancies.
1. A director may resign at any time by delivering written notice to the board chairperson or the board secretary. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
2. The members may remove one or more directors with or without cause unless the articles provide that directors may be removed only for cause.
3. The articles may authorize the board to remove a director for a cause specified in the articles.
4. Unless the articles or bylaws provide otherwise, the board shall fill each vacancy until the members elect a director to fill the vacancy at the next scheduled meeting of the members. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
96 Acts, ch 1010, §23
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.403 - Board action.

501.403 Board action.
1. The board may hold regular or special meetings in or out of this state. A quorum of the board consists of a majority of the directors.
2. Unless the articles or bylaws provide otherwise:
a. Regular board meetings may be held without notice of the date, time, place, or purpose of the meeting.
b. Special board meetings must be preceded by at least two days’ notice of the date, time, and place of the meeting; but the notice need not describe the purpose of the special meeting.
c. The board may create one or more committees composed of directors, and specify the duties and authority of each committee.
d. The board may permit any number of directors to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting.
e. Action required or permitted by this chapter to be taken at a board meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the cooperative’s records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
3. A director may waive any notice required by this chapter, the articles, or the bylaws before or after the date and time stated in the notice. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or records of the cooperative. A director’s attendance at or participation in a meeting waives any required notice to that director of the meeting unless the director at the beginning of the meeting or promptly upon the director’s arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
96 Acts, ch 1010, §24; 98 Acts, ch 1152, §15, 16, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.405 - Officers.

501.405 Officers.
A cooperative shall have officers described in its bylaws or appointed by the board in accordance with the bylaws. The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating records of the cooperative. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board. The same individual may simultaneously hold more than one office.
96 Acts, ch 1010, §26
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.406 - Standards of conduct.

501.406 Standards of conduct.
1. A director or officer shall discharge the director’s or officer’s duties in conformity with all of the following:
a. In good faith.
b. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
c. In a manner the director or officer reasonably believes to be in the best interests of the cooperative.
2. In discharging duties by a director or officer, the director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:
a. One or more officers or employees of the cooperative whom the director or officer reasonably believes to be reliable and competent in the matters presented.
b. A person, including but not limited to a legal counsel or public accountant, regarding a matter that the director or officer reasonably believes is within the person’s professional or expert competence.
c. A committee of the board of which the director or officer is not a member if the director or officer reasonably believes the committee merits confidence.
3. A director or officer is not acting in good faith if the director or officer has knowledge concerning a matter in question that makes reliance otherwise permitted by subsection 2 unwarranted.
4. A director or officer is not liable for any action taken as a director or officer, or the failure to take action, if the director or officer performs the duties of the office in compliance with this section or if, and to the extent that, liability for the action or failure to act has been limited by the articles pursuant to section 501.407.
96 Acts, ch 1010, §27
Referred to in §501.805
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.407 - Personal liability — indemnification.

501.407 Personal liability — indemnification.
1. The articles may contain a provision eliminating or limiting the personal liability of a director, officer, or interest holder of the cooperative for money damages for any action taken, or any failure to take action as a director, officer, or interest holder, except liability for any of the following:
a. An intentional infliction of harm on the cooperative or its members.
b. An intentional violation of criminal law.
c. The amount of a financial benefit received by the person to which the person is not entitled.
d. An act or omission occurring prior to the date when the provision in the articles becomes effective.
2. The articles may contain a provision permitting or making obligatory indemnification of a director or officer for liability, as defined in section 501.411, to any person for any action taken, or any failure to take any action, as a director or officer, except liability for any of the following:
a. Receipt of a financial benefit to which the person is not entitled.
b. An intentional infliction of harm on the cooperative or its members.
c. An intentional violation of criminal law.
96 Acts, ch 1010, §28; 98 Acts, ch 1152, §18, 19, 69; 2003 Acts, ch 66, §15; 2004 Acts, ch 1101, §69
Referred to in §501.406, 501.412, 501.414
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.411 - Definitions.

501.411 Definitions.
As used in this part, unless the context otherwise requires:
1. “Cooperative” includes any domestic or foreign predecessor entity of a cooperative in a merger.
2. “Director” or “officer” means an individual who is or was a director or officer, respectively, of a cooperative who, while a director or officer of the cooperative, is or was serving at the cooperative’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign cooperative, corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the cooperative’s request if the director’s or officer’s duties to the cooperative also impose duties on, or otherwise involve services by, that director or officer to the plan or to participants in or beneficiaries of the plan. “Director” or “officer” includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
3. “Disinterested director” means a director who at the time of a vote referred to in section 501.414, subsection 3, or a vote or selection referred to in section 501.416, subsection 2 or 3, is not either of the following:
a. A party to the proceeding.
b. An individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.
4. “Expenses” includes counsel fees.
5. “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
6. “Official capacity” means:
a. When used with respect to a director, the office of director in a cooperative.
b. When used with respect to an officer, as contemplated in section 501.417, the office in a cooperative held by the officer.
“Official capacity” does not include service for any other domestic or foreign cooperative or any corporation, partnership, joint venture, trust, employee benefit plan, or other entity.
7. “Party” means an individual who was, is, or is threatened to be made a defendant or respondent in a proceeding.
8. “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
98 Acts, ch 1152, §20, 69; 2003 Acts, ch 66, §16
Referred to in §501.407
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.412 - Permissible indemnification.

501.412 Permissible indemnification.
1. Except as otherwise provided in this section, a cooperative may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if either of the following apply:
a. All of the following apply:
(1) The individual acted in good faith.
(2) The individual reasonably believed:
(a) In the case of conduct in the individual’s official capacity, that the individual’s conduct was in the best interests of the cooperative.
(b) In all other cases, that the individual’s conduct was at least not opposed to the best interests of the cooperative.
(3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful.
b. The individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of organization as authorized by section 501.407, subsection 2.
2. A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection 1, paragraph “a”, subparagraph (2), subparagraph division (b).
3. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
4. Unless ordered by a court pursuant to section 501.415, subsection 1, paragraph “c”, a cooperative shall not indemnify a director in either of the following circumstances:
a. In connection with a proceeding by or in the right of the cooperative, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection 1, paragraph “a”.
b. In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director’s official capacity.
98 Acts, ch 1152, §21, 69; 2003 Acts, ch 66, §17; 2009 Acts, ch 41, §263
Referred to in §501.414, 501.415, 501.416, 501.419, 501.712
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.413 - Mandatory indemnification.

501.413 Mandatory indemnification.
A cooperative shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the cooperative.
98 Acts, ch 1152, §22, 69; 2003 Acts, ch 66, §18
Referred to in §501.414, 501.415, 501.417, 501.712
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.414 - Advance for expenses.

501.414 Advance for expenses.
1. A cooperative may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the person is a director if the person delivers all of the following to the cooperative:
a. A written affirmation of the director’s good faith belief that either the director has met the relevant standard of conduct described in section 501.412 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of organization as authorized by section 501.407, subsection 1.
b. The director’s written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under section 501.413 and it is ultimately determined that the director has not met the relevant standard of conduct described in section 501.412.
2. The undertaking required by subsection 1, paragraph “b”, must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
3. Authorizations under this section shall be made according to either of the following:
a. By the board of directors, according to one of the following:
(1) If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote.
(2) If there are fewer than two disinterested directors, if a quorum is present when the vote is taken, by the affirmative vote of a majority of the directors present, unless the articles or bylaws require the vote of a greater number of directors, in which authorization directors who do not qualify as disinterested directors may participate.
b. By the members, but voting interests owned by or voted under the control of a director who at the time does not qualify as a disinterested director shall not be voted on the authorization.
98 Acts, ch 1152, §23, 69; 2003 Acts, ch 66, §19
Referred to in §501.411, 501.415, 501.419, 501.712