reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.602 - Emergency powers.

501A.602 Emergency powers.
1. In anticipation of or during an emergency as defined in this section, the board may do any of the following:
a. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.
b. Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
2. During an emergency, unless emergency bylaws provide otherwise, all of the following apply:
a. A notice of a meeting of the board need be given only to those directors to whom it is practicable to reach and may be given in any practicable manner, including by publication or radio.
b. One or more officers of the cooperative present at a meeting of the board may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
3. All of the following apply to cooperative action taken in good faith during an emergency under this section to further the ordinary business affairs of the cooperative:
a. The action binds the cooperative.
b. The action shall not be the basis for the imposition of liability on any director, officer, employee, or agent of the cooperative on the grounds that the action was not an authorized cooperative action.
4. An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.
2005 Acts, ch 135, §33
Emergency bylaws, see §501A.506
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.701 - Board governs cooperative.

501A.701 Board governs cooperative.
A cooperative shall be governed by its board of directors, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to members. Board action shall be by the affirmative vote of a majority of the directors voting at a duly called meeting unless a greater majority is required by the articles or bylaws. A director individually or collectively with other directors does not have authority to act for or on behalf of the cooperative unless authorized by the board. A director may advocate interests of members or member groups to the board, but the fiduciary duty of each director is to represent the best interests of the cooperative and all members collectively.
2005 Acts, ch 135, §35
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.704 - Filling vacancies.

501A.704 Filling vacancies.
1. Patron directors. If a patron member director’s position becomes vacant or a new director position is created for a director that was or is to be elected by patron members, the board, in consultation with the directors elected by patron members, shall appoint a patron member of the cooperative to fill the director’s position until the next regular or special members’ meeting. If there are no directors elected by patron members on the board at the time of the vacancy, a special patron members’ meeting shall be called to fill the patron member director vacancy.
2. Nonpatron directors. If the vacating director was not elected by the patron members or a new director position is created, unless otherwise provided in the articles or bylaws, the board shall appoint a director to fill the vacant position by majority vote of the remaining or then serving directors even though less than a quorum. At the next regular or special members’ meeting, the members or patron members shall elect a director to fill the unexpired term of the vacant director’s position.
2005 Acts, ch 135, §38
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.705 - Removal of directors.

501A.705 Removal of directors.
1. Modification. The provisions of this section apply unless modified by the articles or the bylaws.
2. Removal of directors. A director may be removed at any time, with or without cause, if all of the following apply:
a. The director was named by the board to fill a vacancy.
b. The members have not elected directors in the interval between the time of the appointment to fill a vacancy and the time of the removal.
c. A majority of the remaining directors present affirmatively vote to remove the director.
3. Removal by members. Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of membership interests entitled to vote at an election of directors, provided that if a director has been elected solely by the patron members or the holders of a class or series of membership interests as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of the patron members for a director elected by the patron members or of all membership interests of that class or series entitled to vote at an election of that director.
4. Election of replacements. New directors may be elected at a meeting at which directors are removed.
2005 Acts, ch 135, §39
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.707 - Quorum.

501A.707 Quorum.
A majority, or a larger or smaller portion or number provided in the articles or bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion of number otherwise required for a quorum.
2005 Acts, ch 135, §41
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.708 - Action of board of directors.

501A.708 Action of board of directors.
1. Except as provided in subsection 2, the board shall only take action at a duly held meeting by the affirmative vote of any of the following:
a. A majority of directors present at the meeting.
b. A majority of the directors’ voting power present at the meeting.
2. The articles or bylaws may require the affirmative vote of a larger vote than provided in subsection 1. If the articles or bylaws require a larger vote than is required by this chapter for a particular action, the articles or bylaws control.
2005 Acts, ch 135, §42
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.709 - Action without a meeting.

501A.709 Action without a meeting.
1. Method. An action required or permitted to be taken at a board meeting may be taken by written action signed by all of the directors. If the articles or bylaws so provide, any action, other than an action requiring member approval, may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present.
2. Effective time. The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action.
3. Notice and liability. When written action is permitted to be taken by less than all directors, all directors must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken by the written action.
2005 Acts, ch 135, §43
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.710 - Audit committee.

501A.710 Audit committee.
The board shall establish an audit committee to review the financial information and accounting report of the cooperative. The cooperative shall have the financial information audited for presentation to the members unless the cooperative’s bylaws allow financial statements that are not audited and the financial statements clearly state that they are not audited and the difference between the financial statements and audited financial statements that are prepared according to generally accepted accounting procedures. The directors shall elect members to the audit committee. The audit committee shall ensure an independent review of the cooperative’s finances and audit.
2005 Acts, ch 135, §44
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.711 - Committees.

501A.711 Committees.
1. Generally. A resolution approved by the affirmative vote of a majority of the board may establish committees having the authority of the board in the management of the business of the cooperative only to the extent provided in the resolution. Committees may include a special litigation committee consisting of one or more independent directors or other independent persons to consider legal rights or remedies of the cooperative and whether those rights and remedies should be pursued. Committees other than special litigation committees are subject at all times to the direction and control of the board.
2. Membership. Committee members must be natural persons. Unless the articles or bylaws provide for a different membership or manner of appointment, a committee consists of one or more persons, who need not be directors, appointed by affirmative vote of a majority of the directors present.
3. Procedure. The procedures for meetings of the board apply to committees and members of committees to the same extent as those sections apply to the board and individual directors.
4. Minutes. Minutes, if any, of committee meetings must be made available upon request to members of the committee and to any director.
5. Standard of conduct. The establishment of, delegation of authority to, and action by a committee does not alone constitute compliance by a director with the standard of conduct set forth in section 501A.712.
6. Committee members considered directors. Committee members are considered to be directors for purposes of sections 501A.712, 501A.713, and 501A.715.
2005 Acts, ch 135, §45
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.712 - Standard of conduct.

501A.712 Standard of conduct.
1. Standard and liability. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the cooperative.
2. Reliance.
a. A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(1) One or more officers or employees of the cooperative whom the director reasonably believes to be liable and competent in the matters presented.
(2) Counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence.
(3) A committee of the board upon which the director does not serve, duly established by the board, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.
b. Paragraph “a” does not apply to a director who has knowledge concerning the matter in question that makes the reliance otherwise permitted by paragraph “a” unwarranted.
3. Presumption of assent and dissent. A director who is present at a meeting of the board when an action is approved by the affirmative vote of a majority of the directors present is presumed to have assented to the action approved, unless any of the following applies:
a. The director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, in which case the director is not considered to be present at the meeting for any purpose of this chapter.
b. The director votes against the action at the meeting.
c. The director is prohibited by a conflict of interest from voting on the action.
4. Considerations. In discharging the duties of the position of director, a director may, in considering the best interests of the cooperative, consider the interests of the cooperative’s employees, customers, suppliers, and creditors, the economy of the state, and long-term as well as short-term interests of the cooperative and its patron members, including the possibility that these interests may be best served by the continued independence of the cooperative.
2005 Acts, ch 135, §46
Referred to in §501A.711
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.714 - Limitation of liability of directors, officers, employees, members, and volunteers.

501A.714 Limitation of liability of directors, officers, employees, members, and volunteers.
Except as otherwise provided in this chapter, a director, officer, employee, or member of the cooperative is not liable for the cooperative’s debts or obligations, and a director, officer, member, or other volunteer is not personally liable in that capacity for a claim based upon any action taken, or any failure to take action in the discharge of the person’s duties, except for the amount of a financial benefit received by the person to which the person is not entitled, an intentional infliction of harm to the cooperative or its members or patrons, or an intentional violation of criminal law.
2005 Acts, ch 135, §48
Referred to in §501A.715
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.716 - Officers.

501A.716 Officers.
1. Required officers.
a. The board shall elect all of the following:
(1) A chairperson.
(2) One or more vice chairpersons.
b. The board shall elect or appoint all of the following:
(1) A records officer.
(2) A financial officer.
c. The officers, other than the chief executive officer, shall not have the authority to bind the cooperative except as authorized by the board.
2. Additional officers. The board may elect additional officers as the articles or bylaws authorize or require.
3. Records officer and financial officer may be combined. The offices of records officer and financial officer may be combined.
4. Officers that must be members. The chairperson and first vice chairperson shall be directors and members. The financial officer, records officer, and additional officers need not be directors or members.
5. Chief executive officer. The board may employ a chief executive officer to manage the day-to-day affairs and business of the cooperative, and if a chief executive officer is employed, the chief executive officer shall have the authority to implement the functions, duties, and obligations of the cooperative except as restricted by the board. The chief executive officer shall not exercise authority reserved to the board or the members under this chapter, the articles, or the bylaws.
2005 Acts, ch 135, §50
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.802 - Member liability.

501A.802 Member liability.
A member is not, merely on the account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separately contracted with the cooperative.
2005 Acts, ch 135, §52
See also §501A.714
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.803 - Regular members’ meetings.

501A.803 Regular members’ meetings.
1. Annual meeting. Regular members’ meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws.
2. Location. The regular members’ meeting shall be held at the principal place of business of the cooperative or at another conveniently located place as determined by the bylaws or the board.
3. Business and fiscal reports. The officers shall submit reports to the members at the regular members’ meeting covering the business of the cooperative for the previous fiscal year that show the condition of the cooperative at the close of the fiscal year.
4. Election of directors. All directors shall be elected at the regular members’ meeting for the terms of office prescribed in the bylaws, except for directors elected at district or unit meetings.
5. Notice.
a. The cooperative shall give notice of regular members’ meetings by mailing the regular members’ meeting notice to each member at the members’ last known post office address or by other notification approved by the board and agreed to by the members. The regular members’ meeting notice shall be published or otherwise given by approved method at least two weeks before the date of the meeting or mailed at least fifteen days before the date of the meeting.
b. The notice shall contain a summary of any bylaw amendments adopted by the board since the last annual meeting.
6. Waiver and objections. A member may waive notice of a meeting of members. A waiver of notice by a member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item cannot lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.
2005 Acts, ch 135, §53
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.804 - Special members’ meetings.

501A.804 Special members’ meetings.
1. Calling meeting. Special members’ meetings of the members may be called by any of the following:
a. A majority vote of the board.
b. The written petition of at least twenty percent of the patron members and, if authorized by the articles or bylaws, twenty percent of the nonpatron members, twenty percent of all members, or members representing twenty percent of the membership interests collectively submitted to the chairperson.
2. Notice. The cooperative shall give notice of a special members’ meeting by mailing the special members’ meeting notice to each member personally at the person’s last known post office address, or by another process determined by the board if the member is to vote by an alternative voting method as approved by the board and agreed to by the member individually or the members generally. For a member that is an entity, the notice mailed, or delivered by another process for vote by an alternative voting method, shall be to an officer of the entity. The special members’ meeting notice shall state the time, place, and purpose of the special members’ meeting. The special members’ meeting notice shall be issued within ten days from and after the date of the presentation of a members’ petition, and the special members’ meeting shall be held within thirty days after the date of the presentation of the members’ petition.
3. Waiver and objections. A member may waive notice of a meeting of members. A waiver of notice by a member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item cannot lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.
2005 Acts, ch 135, §54; 2011 Acts, ch 23, §20
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.805 - Certification of meeting notice.

501A.805 Certification of meeting notice.
1. Certificate of mailing. After mailing special or regular members’ meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular members’ meeting notices were mailed or delivered as prescribed by law.
2. Matter of record. The certificate shall be made a part of the record of the meeting.
3. Failure to receive meeting notice. Failure of a member to receive a special or regular members’ meeting notice does not invalidate an action taken by the members at a members’ meeting.
2005 Acts, ch 135, §55
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.806 - Quorum.

501A.806 Quorum.
1. Quorum. The quorum for a members’ meeting to transact business shall be by any of the following:
a. Ten percent of the total number of members of a cooperative with five hundred or fewer members.
b. Fifty members for cooperatives with more than five hundred members.
2. Quorum for voting by mail. In determining a quorum at a meeting, on a question submitted to a vote by mail or by an alternative voting method, members present in person or represented by mail vote or the alternative voting method shall be counted. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members of the cooperative present at the meeting. The registration shall be verified by the chairperson or the records officer of the cooperative and shall be reported in the minutes of the meeting.
3. Meeting action invalid without quorum. An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken.
2005 Acts, ch 135, §56; 2011 Acts, ch 23, §21
Referred to in §501A.808
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.808 - Action of members.

501A.808 Action of members.
1. Action by affirmative vote of members.
a. The members shall take action by the affirmative vote of the members of the greater of any of the following:
(1) A majority of the voting power of the membership interests present and entitled to vote on that item of business.
(2) A majority of the voting power that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles or bylaws, or a member control agreement requires a larger proportion.
b. If the articles, bylaws, or a member control agreement require a larger proportion than is required by this chapter for a particular action, the articles, bylaws, or the member control agreement shall have control over the provisions of this chapter.
2. Class or series of membership interests. In any case where a class or series of membership interests is entitled by this chapter, the articles, bylaws, a member control agreement, or the terms of the membership interests to vote as a class or series, the matter being voted upon must also receive the affirmative vote of the owners of the same proportion of the membership interests present of that class or series; or of the total outstanding membership interests of that class or series, as the proportion required under subsection 1, unless the articles, bylaws, or the member control agreement requires a larger proportion. Unless otherwise stated in the articles, bylaws, or a member control agreement, in the case of voting as a class or series, the minimum percentage of the total voting power of membership interests of the class or series that must be present is equal to the minimum percentage of all membership interests entitled to vote required to be present under section 501A.806.
3. Greater quorum or voting requirements.
a. The articles or bylaws adopted by the members may provide for a greater quorum or voting requirement for members or voting groups than is provided for by this chapter.
b. An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
2005 Acts, ch 135, §58; 2006 Acts, ch 1030, §57
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.809 - Action without a meeting.

501A.809 Action without a meeting.
1. Method. An action required or permitted to be taken at a meeting of the members may be taken by written action signed, or consented to by authenticated electronic communication, by all of the members. If the articles, bylaws, or a member control agreement so provide, any action may be taken by written action signed, or consented to by authenticated electronic communication, by the members who own voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members were present.
2. Effective time. The written action is effective when signed or consented to by authenticated electronic communication by the required members, unless a different effective time is provided in the written action.
3. Notice and liability. When written action is permitted to be taken by less than all members, all members must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A member who does not sign or consent to the written action has no liability for the action or actions taken by the written action.
2005 Acts, ch 135, §59
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.811 - Patron member voting based on patronage.

501A.811 Patron member voting based on patronage.
1. Patron members to have an additional vote. A cooperative may authorize by the articles or the bylaws for patron members to have an additional vote for all of the following:
a. A stipulated amount of business transacted between the patron member and cooperative.
b. A stipulated number of patron members in a member cooperative.
c. A certain stipulated amount of equity allocated to or held by a patron member in the cooperative’s central organization.
d. A combination of methods provided in this subsection.
2. Delegates elected by patrons to have an additional vote. A cooperative that is organized into units or districts of patron members may, by the articles or the bylaws, authorize the delegates elected by its patron members to have an additional vote for any of the following:
a. A stipulated amount of business transacted between the patron members in the units or districts and the cooperative.
b. A certain stipulated amount of equity allocated to or held by the patron members of the units or districts of the cooperative.
c. A combination of methods in this subsection.
2005 Acts, ch 135, §61
Referred to in §501A.810
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.812 - Voting rights.

501A.812 Voting rights.
1. Determination. The board may fix a date not more than sixty days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of members as the date for the determination of the owners of membership interests entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only members on that date are entitled to notice of and permitted to vote at that meeting of members.
2. Nonmembers. The articles or bylaws may give or prescribe the manner of giving a creditor, security holder, or other person a right to vote on patron membership interests under this section.
3. Jointly owned membership interests. Membership interests owned by two or more members may be voted by any one of them unless the cooperative receives written notice from any one of them denying the authority of that person to vote those membership interests.
4. Manner of voting and presumption. Except as provided in subsection 3, an owner of a nonpatron membership interest or a patron membership interest with more than one vote that is entitled to vote may vote any portion of the membership interest in any way the member chooses. If a member votes without designating the proportion voted in a particular way, the member is considered to have voted all of the membership interest in that way.
2005 Acts, ch 135, §62
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.813 - Voting by organizations and legal representatives.

501A.813 Voting by organizations and legal representatives.
1. Membership interests held by another organization. Membership interests of a cooperative reflected in the required records as being owned by another domestic business entity or foreign business entity may be voted by the chairperson, chief executive officer, or another legal representative of that organization.
2. Membership interests held by subsidiary. Except as provided in subsection 3, membership interests of a cooperative reflected in the required records as being owned by a subsidiary are not entitled to be voted on any matter.
3. Membership interests controlled in a fiduciary capacity. Membership interests of a cooperative in the name of, or under the control of, the cooperative or a subsidiary in a fiduciary capacity are not entitled to be voted on any matter, except to the extent that the settler or beneficiary possesses and exercises a right to vote or gives the cooperative or, with respect to membership interests in the name of or under control of a subsidiary, the subsidiary, binding instructions on how to vote the membership interests.
4. Voting by certain representatives. Subject to section 501A.810, membership interests under the control of a person in a capacity as a personal representative, an administrator, executor, guardian, conservator, or the like may be voted by the person, either in person or by proxy, without reflecting in the required records those membership interests in the name of the person.
5. Voting by trustees in bankruptcy or receiver. Membership interests reflected in the required records in the name of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver either in person or by proxy. Membership interests under the control of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver without reflecting in the required records the name of the trustee or receiver, if authority to do so is contained in an appropriate order of the court by which the trustee or receiver was appointed. The right to vote of trustees in bankruptcy and receivers is subject to section 501A.810.
6. Membership interests held by other organizations. Membership interests reflected in the required records in the name of a business entity not described in subsections 1 through 5 may be voted either in person or by proxy by the legal representative of that business entity.
7. Grant of security interest. The grant of a security interest in a membership interest does not entitle the holders of the security interest to vote.
2005 Acts, ch 135, §63
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.815 - Sale of property and assets.

501A.815 Sale of property and assets.
1. Member approval not required. A cooperative may, by affirmative vote of a majority of the board present, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient and without member approval, do any of the following:
a. Sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business.
b. Grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business.
c. Transfer any or all of its property to a business entity all the ownership interests of which are owned by the cooperative.
d. For purposes of debt financing, transfer any or all of its property to a special purpose entity owned or controlled by the cooperative for an asset securitization.
2. Member approval required. Except as provided in subsection 1, a cooperative, by affirmative vote of a majority of the board present, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its goodwill, not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient, when approved at a regular or special meeting of the members by the affirmative vote of two-thirds of the voting power voting at the meeting. Ten days’ written notice of the meeting must be given to all members whether or not they are entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the cooperative.
3. Confirmatory documents. Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by its current chairperson of the board or authorized agents.
4. Liability of transferee. The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by law.
2005 Acts, ch 135, §65
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.816 - Vote of ownership interests held by cooperative.

501A.816 Vote of ownership interests held by cooperative.
A cooperative that holds ownership interests of another business entity may, by direction of the cooperative’s board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative has authority to represent the cooperative and may cast the cooperative’s vote at the business entity’s meeting.
2005 Acts, ch 135, §66
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.902 - Assignment of financial rights.

501A.902 Assignment of financial rights.
1. Assignment of financial rights permitted. Except as provided in subsection 3, a member’s financial rights are transferable in whole or in part.
2. Effect of assignment of financial rights. An assignment of a member’s financial rights entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions to which the assignor would otherwise be entitled. An assignment of a member’s financial rights does not dissolve the cooperative and does not entitle or empower the assignee to become a member, to exercise any governance rights, to receive any notices from the cooperative, or to cause dissolution. The assignment shall not allow the assignee to control the member’s exercise of governance or voting rights.
3. Restrictions of assignment of financial rights.
a. A restriction on the assignment of financial rights may be imposed in the articles, in the bylaws, in a member control agreement, by a resolution adopted by the members, by an agreement among or other written action by the members, or by an agreement among or other written action by the members and the cooperative. A restriction is not binding with respect to financial rights reflected in the required records before the adoption of the restriction, unless the owners of those financial rights are parties to the agreement or voted in favor of the restriction.
b. Subject to paragraph “c”, a written restriction on the assignment of financial rights that is not manifestly unreasonable under the circumstances and is noted conspicuously in the required records may be enforced against the owner of the restricted financial rights or a successor or transferee of the owner, including a pledgee or a legal representative. Unless noted conspicuously in the required records, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.
c. With regard to restrictions on the assignment of financial rights, a would-be assignee of financial rights is entitled to rely on a statement of membership interest issued by the cooperative under section 501A.903. A restriction on the assignment of financial rights, which is otherwise valid and in effect at the time of the issuance of a statement of membership interest but which is not reflected in that statement, is ineffective against an assignee who takes an assignment in reliance on the statement.
d. Notwithstanding any provision of law, articles, bylaws, member control agreement, other agreement, resolution, or action to the contrary, a security interest in a member’s financial rights may be foreclosed and otherwise enforced, and a secured party may assign a member’s financial rights in accordance with the uniform commercial code, chapter 554, without the consent or approval of the member whose financial rights are subject to the security interest.
2005 Acts, ch 135, §68
Referred to in §501A.903
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.905 - Lost certificates — replacement.

501A.905 Lost certificates — replacement.
1. Issuance. A new membership interest certificate may be issued under section 554.8405 in place of one that is alleged to have been lost, stolen, or destroyed.
2. Not overissue. The issuance of a new certificate under this section does not constitute an overissue of the membership interests the new certificate represents.
2005 Acts, ch 135, §71
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.906 - Restriction on transfer or registration of membership interests.

501A.906 Restriction on transfer or registration of membership interests.
1. How imposed. A restriction on the transfer or registration of transfer of membership interests of a cooperative may be imposed in the articles, in the bylaws, by a resolution adopted by the members, or by an agreement among or other written action by a number of members or holders of other membership interests or among them and the cooperative. A restriction is not binding with respect to membership interests issued prior to the adoption of the restriction, unless the holders of those membership interests are parties to the agreement or voted in favor of the restriction.
2. Restrictions permitted.
a. A written restriction on the transfer or registration of transfer of membership interests of a cooperative that is not manifestly unreasonable under the circumstances may be enforced against the holder of the restricted membership interests or a successor or transferee of the holder, including a pledgee or a legal representative, if the restriction is any of the following:
(1) Noted conspicuously on the face or back of the certificate.
(2) Included in this chapter or the articles or bylaws.
(3) Included in information sent to the holders of uncertificated membership interests.
b. Unless otherwise restricted by this chapter, the articles, bylaws, noted conspicuously on the face or back of the certificate, or included in information sent to the holders of uncertificated membership interests, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction. A restriction under this section is deemed to be noted conspicuously and is effective if the existence of the restriction is stated on the certificate and reference is made to a separate document creating or describing the restriction.
2005 Acts, ch 135, §72; 2012 Acts, ch 1023, §157
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1001 - Authorization, form, and acceptance of contributions.

501A.1001 Authorization, form, and acceptance of contributions.
1. Board to authorize. Subject to any restrictions in this chapter regarding patron and nonpatron membership interests or in the articles or bylaws, and only when authorized by the board, a cooperative may accept contributions, which may be patron or nonpatron membership contributions as determined by the board under subsections 2 and 3, make contribution agreements under section 501A.1003, and make contribution rights agreements under section 501A.1004.
2. Permissible forms. A person may make a contribution to a cooperative by any of the following:
a. Paying money or transferring the ownership of an interest in property to the cooperative or rendering services to or for the benefit of the cooperative.
b. Executing a written obligation signed by the person to pay money or transfer ownership of an interest in property to the cooperative or to perform services to or for the benefit of the cooperative.
3. Acceptance. A purported contribution shall not be treated or considered as a contribution, unless all of the following apply:
a. The board accepts the contribution on behalf of the cooperative and in that acceptance describes the contribution, including terms of future performance, if any, and states the value being accorded to the contribution.
b. The fact of contribution and the contribution’s accorded value are both reflected in the required records of the cooperative.
4. Valuation by directors. The determinations of the board as to the amount or fair value or the fairness to the cooperative of the contribution accepted or to be accepted by the cooperative or the terms of payment or performance, including under a contribution agreement in section 501A.1003, and a contribution rights agreement in section 501A.1004, are presumed to be proper if they are made in good faith and on the basis of accounting methods, or a fair valuation or other method, reasonable in the circumstances. Directors who are present and entitled to vote, and who, intentionally or without reasonable investigation, fail to vote against approving a consideration that is unfair to the cooperative, or overvalue property or services received or to be received by the cooperative as a contribution, are jointly and severally liable to the cooperative for the benefit of the then members who did not consent to and are damaged by the action to the extent of the damages of those members. A director against whom a claim is asserted under this subsection, except in case of knowing participation in a deliberate fraud, is entitled to contribution on an equitable basis from other directors who are liable under this subsection.
2005 Acts, ch 135, §73; 2005 Acts, ch 179, §134
Referred to in §501A.1002
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1004 - Contribution rights agreements.

501A.1004 Contribution rights agreements.
1. Agreements permitted. Subject to any restrictions in a cooperative’s articles or bylaws, the cooperative may enter into contribution rights agreements under the terms, provisions, and conditions established by board resolution.
2. Writing required and terms to be stated. Any contribution rights agreement must be in writing and the writing must state in full, summarize, or include by reference all the agreement’s terms, provisions, and conditions of the rights to make contributions.
3. Restrictions on assignment. Unless otherwise provided in a cooperative’s articles or bylaws, a would-be contributor’s rights under a contribution rights agreement shall not be assigned, in whole or in part, to a person who was not a member at the time of the assignment, unless all the members approve the assignment by unanimous written consent.
2005 Acts, ch 135, §76
Referred to in §501A.1001
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501A - COOPERATIVE ASSOCIATIONS ACT › Section 501A.1005 - Allocations and distributions — profits, losses, cash, or other assets.

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