reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.12 - Convertible securities — stock rights and options.

496C.12 Convertible securities — stock rights and options.
No professional corporation shall create or issue any securities convertible into shares of the professional corporation. The provisions of this chapter with respect to the issuance and transfer of shares and disposal of treasury shares apply to the creation, issuance, and transfer of any rights or options entitling the holder to purchase from a professional corporation any shares of the corporation, including treasury shares. Rights or options shall not be transferable, whether voluntarily, involuntarily, by operation of law, or in any other manner. Upon the death of the holder, or whenever the holder ceases to be licensed to practice in this state a profession which the corporation is authorized to practice, the rights or options shall expire.
[C71, 73, 75, 77, 79, 81, §496C.12]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.13 - Voting trust — proxy.

496C.13 Voting trust — proxy.
No shareholder of a professional corporation shall create or enter into a voting trust or any other agreement conferring upon any other person the right to vote or otherwise represent any shares of a professional corporation, and no such voting trust or agreement is valid or effective. Any proxy of a shareholder of a professional corporation shall be an individual licensed to practice in this state a profession which the corporation is authorized to practice. Any provision in any proxy instrument denying the right of the shareholder to revoke the proxy at any time or for any period of time is not valid or effective. This section does not otherwise limit the right of a shareholder to vote by proxy, but the articles of incorporation or bylaws may further limit or deny the right to vote by proxy.
[C71, 73, 75, 77, 79, 81, §496C.13]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.15 - Certificates representing shares.

496C.15 Certificates representing shares.
Each certificate representing shares of a professional corporation shall state in substance that the certificate represents shares in a professional corporation and is not transferable except as expressly provided in this chapter and in the articles of incorporation and bylaws of the corporation.
[C71, 73, 75, 77, 79, 81, §496C.15]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.16 - Management.

496C.16 Management.
All directors of a professional corporation and all officers of a professional corporation, except assistant officers, shall at all times be individuals who are licensed to practice in this state a profession, or a lawful combination of professions pursuant to section 496C.4, which the corporation is authorized to practice. However, upon the occurrence of any event that requires the corporation either to be dissolved or to elect to adopt the provisions of the Iowa business corporation Act, chapter 490, as provided in section 496C.19, provided the corporation ceases to practice the profession that the corporation is authorized to practice, as provided in section 496C.19, then individuals who are not licensed to practice in this state a profession that the corporation is authorized to practice may be appointed as officers and directors for the sole purpose of carrying out the dissolution of the corporation or, if applicable, the voluntary election of the corporation to adopt the provisions of the Iowa business corporation Act, as provided in section 496C.19.
[C71, 73, 75, 77, 79, 81, §496C.16]
2003 Acts, ch 66, §9; 2004 Acts, ch 1086, §79; 2010 Acts, ch 1131, §8
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.17 - Bylaws.

496C.17 Bylaws.
The initial bylaws of a professional corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws is reserved to and vested in the shareholders unless granted to the board of directors by the articles of incorporation.
[C71, 73, 75, 77, 79, 81, §496C.17]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.18 - Merger or consolidation.

496C.18 Merger or consolidation.
No professional corporation shall merge or consolidate with any other corporation except another professional corporation subject to this chapter. Merger or consolidation shall not be permitted unless the surviving or new corporation is a professional corporation which complies with all requirements of this chapter.
[C71, 73, 75, 77, 79, 81, §496C.18]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.19 - Dissolution or liquidation.

496C.19 Dissolution or liquidation.
Violation of any provision of this chapter by a professional corporation or any of its shareholders, directors, or officers shall be cause for its involuntary dissolution, or liquidation of its assets and business by the district court, as provided in the Iowa business corporation Act, chapter 490. Upon the death of the last remaining shareholder of a professional corporation, or whenever the last remaining shareholder is not licensed or ceases to be licensed to practice in this state a profession which the corporation is authorized to practice, or whenever any person other than the shareholder of record becomes entitled to have all shares of the last remaining shareholder of the corporation transferred into that person’s name or to exercise voting rights, except as a proxy, with respect to such shares, the corporation shall not practice any profession and it shall either be promptly dissolved or shall promptly elect to adopt the provisions of the Iowa business corporation Act, as provided in section 490.1801, subsection 2. However, if prior to such dissolution all outstanding shares of the corporation are acquired by one or more persons licensed to practice in this state a profession which the corporation is authorized to practice, the corporation need not be dissolved and may practice the profession as provided in this chapter.
[C71, 73, 75, 77, 79, 81, §496C.19]
2001 Acts, ch 24, §64; 2003 Acts, ch 66, §10; 2021 Acts, ch 165, §223, 230
Referred to in §496C.16
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.20 - Foreign professional corporation.

496C.20 Foreign professional corporation.
1. A foreign professional corporation may practice a profession in this state if it complies with the provisions of the Iowa business corporation Act, chapter 490, on foreign corporations. The secretary of state may prescribe forms for such purpose.
2. A foreign professional corporation may practice a profession in this state only through shareholders, directors, officers, employees, and agents who are licensed to practice the profession in this state. The provisions of this chapter with respect to the practice of a profession by a professional corporation apply to a foreign professional corporation.
3. The foreign registration statement of a foreign professional corporation may be revoked by the secretary of state as provided in the Iowa business corporation Act, chapter 490, if the foreign professional corporation fails to comply with any provision of this chapter.
4. This chapter shall not be construed to prohibit the practice of a profession in this state by an individual who is a shareholder, director, officer, employee, or agent of a foreign professional corporation if the individual could lawfully practice the profession in this state in the absence of any relationship to a foreign professional corporation. This subsection shall apply regardless of whether or not the foreign professional corporation is authorized to practice a profession in this state.
[C71, 73, 75, 77, 79, 81, §496C.20]
2001 Acts, ch 24, §62; 2018 Acts, ch 1026, §155; 2022 Acts, ch 1058, §15
Subsection 3 amended
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.21 - Biennial report.

496C.21 Biennial report.
1. Each biennial report of a professional corporation or foreign professional corporation shall, in addition to the information required by the Iowa business corporation Act, chapter 490, set forth:
a. The name and address of one shareholder.
b. In the case of a professional corporation, a statement under oath whether or not all shareholders, directors, and officers, except assistant officers, of the corporation are licensed to practice in this state a profession which the corporation is authorized to practice, and whether or not all employees and agents of the corporation who practice a profession in this state on behalf of the corporation are licensed to practice the profession in this state.
c. In the case of a foreign professional corporation, a statement under oath whether or not all shareholders, directors, officers, employees, and agents who practice a profession in this state on behalf of the corporation are licensed to practice the profession in this state.
d. Additional information necessary or appropriate to enable the secretary of state or regulating board to determine whether the professional corporation or foreign professional corporation is complying with this chapter.
2. Information shall be set forth on forms prescribed and furnished by the secretary of state.
3. A corporation subject to the provisions of this chapter shall pay the biennial filing fee and make the biennial report in a form and manner and at the time specified in chapter 490.
[C71, 73, 75, 77, 79, 81, §496C.21]
83 Acts, ch 144, §5; 97 Acts, ch 171, §25; 2000 Acts, ch 1022, §4, 5; 2001 Acts, ch 24, §64; 2012 Acts, ch 1023, §157
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 496C - PROFESSIONAL CORPORATIONS › Section 496C.22 - Corporations organized under other laws.

496C.22 Corporations organized under other laws.
1. This chapter shall not apply to or interfere with the practice of any profession by or through any corporation hereafter organized under any other law of this state or any other state or country if such practice is lawful under any other statute or rule of law of this state.
2. Any corporation subject to the provisions of the Iowa business corporation Act, chapter 490, may voluntarily elect to adopt this chapter and become subject to its provisions by amending its articles of incorporation to be consistent with all provisions of this chapter and by stating in its amended articles of incorporation that the corporation has voluntarily elected to adopt this chapter.
3. Any corporation organized under any law of any other state or country may become subject to the provisions of this chapter by complying with all provisions of this chapter with respect to foreign professional corporations.
[C71, 73, 75, 77, 79, 81, §496C.22]
2001 Acts, ch 24, §62; 2018 Acts, ch 1041, §127
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.1 - Purposes of cooperative.

497.1 Purposes of cooperative.
Any number of persons, not less than five, may associate themselves as a cooperative association, society, company, or exchange, for the purpose of conducting any agricultural, dairy, ethanol production, mercantile, mining, manufacturing, or mechanical business on the cooperative plan. For the purposes of this chapter, the words “association”, “company”, “corporation”, “exchange”, “society”, or “union”, shall be construed to mean the same.
[SS15, §1641-r1; C24, 27, 31, 35, 39, §8459; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.1]
92 Acts, ch 1099, §7
Referred to in §497.3, 502.102
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.2 - Articles of incorporation.

497.2 Articles of incorporation.
They shall sign and acknowledge written articles which shall contain the name of said association and the names and residences of the persons forming the same. Such articles shall also contain a statement of the purposes of the association, and shall designate the city or village where its principal place of business shall be located. Such articles shall also state the amount of capital stock, the number of shares, and the par value of each.
[SS15, §1641-r2; C24, 27, 31, 35, 39, §8460; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.2]
Referred to in §497.3
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.3 - Filing — certificate of incorporation.

497.3 Filing — certificate of incorporation.
The original articles of incorporation of associations organized under this chapter shall be filed with the secretary of state, and be by the secretary recorded in a book kept for that purpose; and if such articles comply with the provisions of sections 497.1 and 497.2, the secretary shall issue a certificate of incorporation to the association. No publication of notice of the incorporation of such an association shall be required.
[SS15, §1641-r3; C24, 27, 31, 35, 39, §8461; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.3]
94 Acts, ch 1055, §9
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.4 - Fee.

497.4 Fee.
For filing the articles of incorporation of associations organized under this chapter, there shall be paid to the secretary of state ten dollars, and for the filing of an amendment to such articles, five dollars; provided that when the capital stock of such corporation shall be less than five hundred dollars, such fee for filing either the articles of incorporation or amendments thereto shall be one dollar. In all cases there shall be paid a recording fee of fifty cents per page.
[SS15, §1641-r4; C24, 27, 31, 35, 39, §8462; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.4]
94 Acts, ch 1055, §10
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.5 - Board of directors.

497.5 Board of directors.
Every such association shall be managed by a board of not less than five directors, who shall be elected by and from the stockholders at such time and for such term of office as the bylaws may prescribe, and shall hold office for the time for which elected and until their successors are elected and qualify.
[SS15, §1641-r5; C24, 27, 31, 35, 39, §8463; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.5]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.6 - Removal.

497.6 Removal.
A majority of the stockholders shall have the power at any regular or special stockholders’ meeting, legally called, to remove any director or officer for cause, and fill the vacancy, and thereupon the director or officer so removed, shall cease to be a director or officer of said corporation.
[SS15, §1641-r5; C24, 27, 31, 35, 39, §8464; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.6]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.7 - Officers.

497.7 Officers.
The officers of every such association shall be a president, one or more vice presidents, a secretary, and a treasurer, who shall be elected annually by the directors, and each of said officers must be a director of the association. The offices of secretary and treasurer may be combined, and when so combined the person filling the office shall be secretary-treasurer.
[SS15, §1641-r5; C24, 27, 31, 35, 39, §8465; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.7]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.8 - Amending articles.

497.8 Amending articles.
The association may amend its articles of incorporation by a majority vote of its stockholders at any regular stockholders’ meeting, or at any special stockholders’ meeting called for that purpose, on ten days’ notice to all stockholders. Said power to amend shall include the power to increase or diminish the amount of capital stock and the number of shares; provided the amount of the capital stock shall not be diminished below the amount of paid-up capital at the time the amendment is adopted.
[SS15, §1641-r6; C24, 27, 31, 35, 39, §8466; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.8]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.9 - Record of amendments.

497.9 Record of amendments.
Within thirty days after the adoption of an amendment to its articles of incorporation, an association shall cause a copy of the amendment adopted to be recorded in the office of the secretary of state.
[SS15, §1641-r6; C24, 27, 31, 35, 39, §8467; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.9]
94 Acts, ch 1055, §11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.10 - Powers.

497.10 Powers.
An association created under this chapter shall have power to conduct any agricultural, dairy, mercantile, mining, manufacturing, or mechanical business, on the cooperative plan, and may buy, sell, and deal in the products of any other cooperative company heretofore or hereafter organized under the provisions hereof.
[SS15, §1641-r7; C24, 27, 31, 35, 39, §8468; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.10]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.11 - Ownership of shares and voting power limited.

497.11 Ownership of shares and voting power limited.
No stockholder in any such association shall own shares of a greater aggregate par value than five thousand dollars, except as hereinafter provided, nor shall a stockholder be entitled to more than one vote.
[SS15, §1641-r8; C24, 27, 31, 35, 39, §8469; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.11]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.12 - Stockholding.

497.12 Stockholding.
At any regular meeting, or any regularly called special meeting, at which at least a majority of all of its stockholders shall be present, or represented, an association organized under this chapter, may by a majority vote of the stockholders present or represented, subscribe for shares and invest its reserve fund, not to exceed twenty-five percent of its capital, in the capital stock of any other cooperative association.
[SS15, §1641-r9; C24, 27, 31, 35, 39, §8470; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.12]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.13 - Issue of shares as payment.

497.13 Issue of shares as payment.
Whenever an association created under this chapter shall purchase the business of another association, person, or persons, it may pay for the same in whole or in part by issuing to the selling association or person shares of its capital stock to an amount, which at fair market value as determined by the executive council, would equal the fair market value of the business so purchased as determined by the executive council as in cases of other corporations.
[SS15, §1641-r10; C24, 27, 31, 35, 39, §8471; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.13]
Payment in property other than money, §492.6 et seq.
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.14 - May act as trustee.

497.14 May act as trustee.
In case the cash value of such purchased business exceeds one thousand dollars, the directors of the association are authorized to hold the shares in excess of one thousand dollars in trust for the vendor, and dispose of the same to such persons, and within such times, as may be mutually satisfactory to the parties in interest, and to pay the proceeds thereof as currently received to the former owner of said business.
[SS15, §1641-r11; C24, 27, 31, 35, 39, §8472; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.14]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.15 - Paid-up stock — right to vote.

497.15 Paid-up stock — right to vote.
Certificates of stock shall not be issued to any subscriber until fully paid, but the bylaws of the association may allow subscribers to vote as stockholders; provided part of the stock subscribed for has been paid in cash.
[SS15, §1641-r11; C24, 27, 31, 35, 39, §8473; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.15]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.16 - Voting by mail.

497.16 Voting by mail.
At any regularly called general or special meeting of the stockholders, a written vote received by mail from any absent stockholder, and signed by that stockholder, may be read in such meeting, and shall be equivalent to a vote of each of the stockholders so signing, provided the stockholder has been previously notified in writing by the secretary of the exact motion or resolution upon which such vote is taken, and a copy of same is forwarded with and attached to the vote so mailed by the stockholder.
[SS15, §1641-r12; C24, 27, 31, 35, 39, §8474; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.16]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.17 - Reserve fund.

497.17 Reserve fund.
The board of directors, subject to revision by the association at any general or special meeting, shall each year set aside not less than ten percent of the net profits for a reserve fund, until an amount has accumulated therein equal to fifty percent of the paid-up capital stock.
[SS15, §1641-r13; C24, 27, 31, 35, 39, §8475; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.17]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.18 - Educational fund — dividends.

497.18 Educational fund — dividends.
The board may each year, out of remaining net profits, subject to the approval of the association at any general or special meeting:
1. Provide an educational fund to be used in teaching cooperation, not exceeding five percent of the net profits.
2. Declare and pay a dividend on the stock, not exceeding ten percent.
[SS15, §1641-r13; C24, 27, 31, 35, 39, §8476; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.18]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.19 - Additional dividends.

497.19 Additional dividends.
The remainder of said net profits shall be distributed by uniform dividends upon the amount of purchases of shareholders, and upon the wages and salaries of employees. In producing associations, such as creameries, canneries, elevators, factories, and the like, dividends shall be on raw material delivered instead of on goods purchased. In case the association is both a selling and a producing concern, the dividends may be on both raw material delivered and goods purchased by patrons.
[SS15, §1641-r13; C24, 27, 31, 35, 39, §8477; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.19]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.20 - When dividends distributed.

497.20 When dividends distributed.
The profits or net earnings of such associations shall be distributed to those entitled thereto, at such times as the bylaws shall prescribe, which shall be as often as once in twelve months.
[SS15, §1641-r14; C24, 27, 31, 35, 39, §8478; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.20]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.21 - Dissolution.

497.21 Dissolution.
If such association, for five consecutive years, shall fail to declare a dividend upon the shares of its paid-up capital, five or more stockholders, by petition, setting forth such fact, may apply to the district court of the county wherein is situated its principal place of business in this state, for its dissolution. If, upon hearing, the allegations of the petition are found to be true, the court may adjudge a dissolution of the association.
[SS15, §1641-r14; C24, 27, 31, 35, 39, §8479; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.21]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.22 - Biennial report — penalty.

497.22 Biennial report — penalty.
1. Section 504.1613 applies to a cooperative association organized under this chapter in the same manner as that section applies to a corporation organized under chapter 504. In addition to the information required to be set forth in the biennial report under section 504.1613, the cooperative association shall also set forth the total amount of business transacted, number of members, total expense of operation, total amount of indebtedness, and total profits or losses for each calendar or fiscal year of the two-year period which ended immediately preceding the first day of January of the year in which the report is filed.
2. A cooperative association which fails to comply with this section before April 1 of the year in which the report is due is subject to a penalty of ten dollars.
[SS15, §1641-r15; C24, 27, 31, 35, 39, §8480; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.22]
97 Acts, ch 171, §26; 2004 Acts, ch 1049, §184, 191, 192; 2021 Acts, ch 76, §150
Referred to in §497.23, 497.25
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.23 - Exemption from report.

497.23 Exemption from report.
Any corporation organized under the provisions of this chapter after the first day of January shall be exempt from the provisions of section 497.22 for the year in which incorporated, after which it shall, however, be subject to all of the provisions of said section.
[C27, 31, 35, §8480-a1; C39, §8480.1; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.23]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.24 - List of delinquents.

497.24 List of delinquents.
In the month of April of each year the secretary of state shall prepare a list of all delinquent corporations and file the same in the secretary of state’s office.
[C27, 31, 35, §8480-a2; C39, §8480.2; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.24]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.25 - Notice to delinquents.

497.25 Notice to delinquents.
On or before the first day of May of the year the report is due the secretary of state shall mail to each delinquent association a notice of such delinquency and of the penalties provided in section 497.22.
[C27, 31, 35, §8480-a3; C39, §8480.3; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.25]
97 Acts, ch 171, §27
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.26 - Cancellation.

497.26 Cancellation.
If the biennial report required is not filed and penalties paid on or before the last day of June the secretary of state shall, on the first day of July following, cancel the name of any delinquent corporation from the list of live corporations in the secretary of state’s office, and enter such cancellation on the proper records.
[C27, 31, 35, §8480-a4; C39, §8480.4; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.26]
2000 Acts, ch 1022, §6
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.27 - Effect of cancellation.

497.27 Effect of cancellation.
When so canceled the corporate rights of any such corporation shall be forfeited and its corporate period terminated on the date such cancellation shall have been entered on the records of the secretary of state’s office.
[C27, 31, 35, §8480-a5; C39, §8480.5; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.27]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.28 - Reinstatement of corporation.

497.28 Reinstatement of corporation.
Any corporation whose corporate rights have been canceled and forfeited in the manner provided herein may, however, before September 1 following such cancellation, make application to the secretary of state for reinstatement and upon being furnished good and sufficient reasons for not having filed its report the secretary shall, upon the filing of such report and the payment of the penalty, reinstate said corporation and the decree of cancellation shall be annulled and the corporation shall be entitled to continue to act as a corporation for the unexpired portion of its corporate period as fixed by its articles of incorporation and the limitations prescribed by law.
[C27, 31, 35, §8480-a6; C39, §8480.6; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.28]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.29 - Chapter extended to former companies.

497.29 Chapter extended to former companies.
All cooperative corporations, companies, or associations heretofore organized and doing business under prior statutes, or which have attempted to so organize and do business, shall have the benefit of all the provisions of this chapter and be bound thereby, on filing with the secretary of state, amended and substituted articles of incorporation drawn in accordance with the provisions of this chapter and a written declaration, signed and sworn to by the president and secretary to the effect that said cooperative company or association has by a majority vote of its stockholders decided to accept the benefits of and to be bound by the provisions hereof.
[SS15, §1641-r16; C24, 27, 31, 35, 39, §8481; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.29]
94 Acts, ch 1055, §12
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.30 - Use of term “cooperative” restricted.

497.30 Use of term “cooperative” restricted.
No corporation or association organized after July 4, 1915, shall be entitled to use the term “cooperative” as part of its corporate or other business name or title, unless it has complied with the provisions of this chapter, and any corporation or association violating the provisions of this section may be enjoined from doing business under such name at the instance of any stockholder of any association legally organized under the provisions of this chapter.
[SS15, §1641-r17; C24, 27, 31, 35, 39, §8482; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.30]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.31 - Use of funds.

497.31 Use of funds.
None of the funds of any association organized under the provisions of this chapter shall be used in the payment of any promotion; as commissions, salaries or expenses of any kind, character, or nature whatsoever.
[SS15, §1641-r18; C24, 27, 31, 35, 39, §8483; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.31]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.32 - Private property exempt.

497.32 Private property exempt.
The private property of the stockholders shall be exempt from execution for the debts of the corporation.
[SS15, §1641-r19; C24, 27, 31, 35, 39, §8484; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §497.32]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.33 - Personal liability.

497.33 Personal liability.
Except as otherwise provided in this chapter, a director, officer, employee, or member of the corporation is not liable on the corporation’s debts or obligations and a director, officer, member, or other volunteer is not personally liable in that capacity, for a claim based upon any action taken, or any failure to take action in the discharge of the person’s duties, except for the amount of a financial benefit received by the person to which the person is not entitled, an intentional infliction of harm on the corporation or its members, or an intentional violation of criminal law.
87 Acts, ch 212, §6; 2003 Acts, ch 66, §11; 2004 Acts, ch 1086, §80
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.34 - Indemnification.

497.34 Indemnification.
A cooperative association operating under this chapter may indemnify any present or former director, officer, employee, member, or volunteer in the manner and in the instances authorized in sections 490.850 through 490.859, provided that where sections 490.850 through 490.859 provide for action by shareholders the sections are applicable to action by voting members of the cooperative association, and where sections 490.850 through 490.859 refer to the corporation organized under chapter 490 the sections are applicable to the cooperative association organized under this chapter, and where sections 490.850 through 490.859 refer to the director the sections are applicable to a director, officer, employee, member, or volunteer of the cooperative association organized under this chapter.
88 Acts, ch 1170, §6; 94 Acts, ch 1023, §62; 2002 Acts, ch 1154, §104, 125
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 497 - COOPERATIVE ASSOCIATIONS › Section 497.35 - Statement to estate of stockholder.

497.35 Statement to estate of stockholder.
1. The board of directors, upon receiving actual notice of a stockholder’s death, shall provide a statement to the administrator or executor of the stockholder’s estate, or to the attorney representing the stockholder’s estate. The statement shall describe agricultural products owned by the stockholder which are in the possession of the association.
2. This section shall not require an association to conduct a search of the status of its stockholders. The association shall exercise reasonable diligence in determining to whom the statement must be delivered. The statement shall be delivered to the administrator, executor, or attorney, within thirty days following a determination as to whom the statement must be delivered. A statement is not required to be prepared or delivered, if the association is not notified of the stockholder’s death within one year after the date of death, or by the date that the stockholder’s estate is closed, whichever is later.
91 Acts, ch 230, §1; 2021 Acts, ch 76, §150
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.1 - Nature.

498.1 Nature.
Associations organized under the provisions of this chapter are declared to be not for pecuniary profit.
[C27, 31, 35, §8485-b1; C39, §8485.1; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.1]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.2 - Purposes of cooperative — limitation.

498.2 Purposes of cooperative — limitation.
Any number of persons, not less than five, may associate themselves as a cooperative association, without capital stock, for the purpose of conducting any agricultural, livestock, horticultural, dairy, ethanol production, mercantile, mining, manufacturing, or mechanical business, or the constructing and operating of telephone and high tension electric transmission lines on the cooperative plan and of acting as a cooperative selling agency. Cooperative livestock shipping associations organized under this chapter shall do business with members only.
[C24, 27, 31, 35, 39, §8486; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.2]
92 Acts, ch 1099, §8
Referred to in §502.102
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.3 - Terms defined — products of nonmembers.

498.3 Terms defined — products of nonmembers.
For the purpose of this chapter, the words “association”, “exchange”, “society”, or “union”, shall be construed to mean the same and are defined to mean a corporate body composed of actual producers or consumers of the given commodity handled by the association, whose business is conducted for the mutual benefit of its members and not for the profit of stockholders, and control of which is vested in its members upon the basis of one vote to each member. Associations shall not deal in the products of nonmembers to an amount greater in value than such as are handled by it for members.
[C24, 27, 31, 35, 39, §8487; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.3]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.4 - Articles — personal liability.

498.4 Articles — personal liability.
They shall sign and acknowledge written articles, which shall contain the name of the association and the names and residences of the incorporators. Such articles shall also contain a statement of the purposes of the association, the amount of the membership fee, and shall designate the city or village where its principal place of business shall be located, and the manner in which such articles may be amended, and any limitation which the members propose to place upon their personal liability for the debts of the association.
[C24, 27, 31, 35, 39, §8488; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.4]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.5 - Filing — certificate of incorporation.

498.5 Filing — certificate of incorporation.
The original articles of incorporation shall be filed for record with the secretary of state. Upon approval of such articles, the secretary of state shall issue a certificate of incorporation.
[C24, 27, 31, 35, 39, §8489; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.5]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.6 - Fees.

498.6 Fees.
For filing the articles of incorporation of associations organized under this chapter, there shall be paid to the secretary of state five dollars, and for the filing of an amendment to such articles, two dollars. In all cases there shall be paid a recording fee of fifty cents per page.
[C24, 27, 31, 35, 39, §8490; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.6]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.7 - Amendments.

498.7 Amendments.
Within thirty days after the adoption of any amendment to its articles of incorporation, the association shall cause a copy of such amendment to be recorded in the office of the secretary of state.
[C24, 27, 31, 35, 39, §8491; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.7]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.8 - Board of directors — removals.

498.8 Board of directors — removals.
Every such association shall be managed by a board of not less than five directors, who shall be elected by and from the members at such time and for such term of office as the articles may prescribe. They shall hold office until their successors are elected and qualify; but a majority of the members shall have the power at any regular or special meeting of the association legally called, to remove any director or officer for cause, and fill the vacancy.
[C24, 27, 31, 35, 39, §8492; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.8]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.9 - Officers.

498.9 Officers.
The officers of every such association shall be a president, one or more vice presidents, a secretary, and treasurer, who shall be elected annually by the directors, from amongst their own number. The offices of secretary and treasurer may be held by the same person.
[C24, 27, 31, 35, 39, §8493; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.9]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.10 - Admission of members.

498.10 Admission of members.
Under the terms and conditions prescribed in its bylaws, an association may admit as members persons engaged in the production of the products, or in the use or consumption of the supplies, to be handled by or through the association, including the lessors and landlords of lands used for the production of such products, who receive as rent part of the crop raised on the leased premises.
[C24, 27, 31, 35, 39, §8494; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.10]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.11 - Membership certificates.

498.11 Membership certificates.
Membership certificates in due form shall be issued to all charter members and to such others as shall subsequently be admitted by the association in accordance with its articles and bylaws.
[C24, 27, 31, 35, 39, §8495; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.11]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.12 - Certificates nontransferable — surrender.

498.12 Certificates nontransferable — surrender.
No such certificate shall be transferable by the member to any other person, but shall be surrendered to the association in case of the member’s voluntary withdrawal.
[C24, 27, 31, 35, 39, §8496; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.12]
Referred to in §498.14
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.13 - Automatic cancellation — revocation.

498.13 Automatic cancellation — revocation.
It shall become void upon the member’s death, or may be revoked by the directors upon proof duly made that the member has ceased to be a producer of products handled by or through the association, in the case of producing or selling associations or has ceased to be the user of products handled by or through the association in case of stores and supply associations, or for failure to observe its bylaws or the member’s contractual obligations to it.
[C24, 27, 31, 35, 39, §8497; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.13]
Referred to in §498.14
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.14 - Conditions printed on certificates.

498.14 Conditions printed on certificates.
The conditions of membership specified in sections 498.12 and 498.13 shall be printed upon the face of every membership certificate.
[C24, 27, 31, 35, 39, §8498; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.14]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.15 - Combinations of local associations.

498.15 Combinations of local associations.
Likewise, associations may be formed under this chapter whose membership shall consist of other associations formed under the provisions of this chapter, the purpose being to federate local associations into central cooperative associations for the more economical and efficient performance of their marketing or other operations.
[C24, 27, 31, 35, 39, §8499; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.15]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.16 - Powers of central associations.

498.16 Powers of central associations.
Such central associations may enter into contracts, agreements and arrangements with their member associations. Each member association in such federated associations shall have an official representative chosen by its own board of directors, who shall cast one vote and no more at all business meetings of the federated association.
[C24, 27, 31, 35, 39, §8500; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.16]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.17 - Voting power.

498.17 Voting power.
Each member of an association shall be entitled to one vote and no more upon all questions affecting the control and management of the affairs of the association and in the selection of its board of directors.
[C24, 27, 31, 35, 39, §8501; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.17]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.18 - Proxies — voting by mail.

498.18 Proxies — voting by mail.
No vote by proxy shall be permitted, but a written vote received by mail from any absent member, and signed by that member, may be read and counted at any regular or special meeting of the association, provided that the secretary shall notify all members in writing of the exact motion or resolution upon which such vote is to be taken, and a copy of same shall be forwarded with and attached to the vote so mailed by the member.
[C24, 27, 31, 35, 39, §8502; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.18]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.19 - Power to compel sales and purchases — liquidated damages.

498.19 Power to compel sales and purchases — liquidated damages.
1. The association may require members to sell all or a stipulated part of their specifically enumerated products exclusively through the association or to buy specifically enumerated supplies exclusively through the association, but in such case, a reasonable period during each year shall be specified during which any member, by giving notice in prescribed form, may be released from such obligation thereafter. Where it is desired to enter into the exclusive arrangement provided in this section, the association shall execute a contract with each such member setting forth what goods or wares are to be handled and upon what terms. In order to protect itself in the necessary outlay, which it may make for the maintenance of its services, the association may stipulate that some regular charge shall be paid by the member for each unit of goods covered by such contract whether actually handled by the association or not, and in order to reimburse the association for any loss or damage which it or its members may sustain through the member’s failure to deliver the member’s products to or to procure the member’s supplies from the association.
2. In case it is difficult or impracticable to determine the actual amount of damage suffered by the association or its members through such failure to comply with the terms of such a contract, the association and the member may agree upon a sum to be paid as liquidated damages for the breach of the member’s contract, said amount to be stated in the contract.
[C24, 27, 31, 35, 39, §8503; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.19]
2021 Acts, ch 76, §150
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.20 - Financial power.

498.20 Financial power.
Every association may borrow money necessary for the conduct of its business, and may issue notes, bonds, or debentures therefor, and may give security in the form of mortgage or otherwise for the repayment thereof.
[C24, 27, 31, 35, 39, §8504; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.20]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.21 - Personal liability.

498.21 Personal liability.
Members of such association may limit their personal liability to the amount of their membership fee as provided in their articles of incorporation.
[C24, 27, 31, 35, 39, §8505; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.21]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 498 - NONPROFIT COOPERATIVE ASSOCIATIONS › Section 498.22 - Cost of service — dues.

498.22 Cost of service — dues.
Associations formed under this chapter shall perform services on a basis of the lowest practicable cost, and may provide for meeting the cost thereof through dues, assessments, or service charges, which shall be prescribed in the bylaws. Such charges shall be set high enough to provide a margin of safety above current operating costs and fixed charges upon borrowed capital.
[C24, 27, 31, 35, 39, §8506; C46, 50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §498.22]