reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.415 - Court-ordered indemnification.

501.415 Court-ordered indemnification.
1. A director who is a party to a proceeding because the person is a director may apply to the court conducting the proceeding or to another court of competent jurisdiction for indemnification or an advance for expenses. After receipt of an application, and after giving any notice the court considers necessary, the court shall proceed according to the following:
a. Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 501.413.
b. Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by section 501.419, subsection 1.
c. Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to do one of the following:
(1) To indemnify the director.
(2) To advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in section 501.412, subsection 1, failed to comply with section 501.414, or was adjudged liable in a proceeding referred to in section 501.412, subsection 4, paragraph “a” or “b”, but if the director was adjudged so liable the director’s indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.
2. If the court determines that the director is entitled to indemnification under subsection 1, paragraph “a”, or to indemnification or advance for expenses under subsection 1, paragraph “b”, the court shall also order the cooperative to pay the director’s reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection 1, paragraph “c”, the court may also order the cooperative to pay the director’s reasonable expenses to obtain court-ordered indemnification or advance for expenses.
98 Acts, ch 1152, §24, 69; 2003 Acts, ch 66, §20
Referred to in §501.412, 501.417, 501.712
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.416 - Determination and authorization of indemnification.

501.416 Determination and authorization of indemnification.
1. A cooperative shall not indemnify a director under section 501.412 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in section 501.412.
2. The determination shall be made by one of the following:
a. If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote.
b. By special legal counsel.
(1) The special legal counsel shall be selected in the manner described in paragraph “a”.
(2) If there are fewer than two disinterested directors, special legal counsel shall be selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate.
c. By the members, but voting interests owned by or voted under the control of a director who at the time does not qualify as a disinterested director shall not be voted on the determination.
3. Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subsection 2, paragraph “b”, to select special legal counsel.
98 Acts, ch 1152, §25, 69; 2003 Acts, ch 66, §21
Referred to in §501.411, 501.419
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.417 - Indemnification of officers.

501.417 Indemnification of officers.
1. A cooperative may indemnify and advance expenses under this part to an officer of the cooperative who is a party to the proceeding because the person is an officer, according to both of the following:
a. To the same extent as to a director.
b. If the person is an officer but not a director, to such further extent as may be provided by the articles of association, the bylaws, a resolution of the board of directors, or contract, except for either of the following:
(1) Liability in connection with a proceeding by or in the right of the cooperative other than for reasonable expenses incurred in connection with the proceeding.
(2) Liability arising out of conduct that constitutes any of the following:
(a) Receipt by the officer of a financial benefit to which the officer is not entitled.
(b) An intentional infliction of harm on the cooperative or the interest holders.
(c) An intentional violation of criminal law.
2. The provisions of subsection 1, paragraph “b”, shall apply to an officer who is also a director if the basis on which the officer is made a party to a proceeding is an act or omission solely as an officer.
3. An officer of a cooperative who is not a director is entitled to mandatory indemnification under section 501.413, and may apply to a court under section 501.415 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or an advance for expenses under those provisions.
98 Acts, ch 1152, §26, 69; 2003 Acts, ch 66, §22
Referred to in §501.411
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.418 - Insurance.

501.418 Insurance.
A cooperative may purchase and maintain insurance on behalf of an individual who is a director or officer of the cooperative, or who, while a director or officer of the cooperative, serves at the cooperative’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign cooperative, corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by that individual in that capacity or arising from the individual’s status as a director or officer, whether or not the cooperative would have power to indemnify or advance expenses to that individual against the same liability under this part.
98 Acts, ch 1152, §27, 69; 2003 Acts, ch 66, §23
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.419 - Variation by corporate action — application of this part.

501.419 Variation by corporate action — application of this part.
1. A cooperative may, by a provision in its articles of organization or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 501.412 or advance funds to pay for or reimburse expenses in accordance with section 501.414. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in section 501.414, subsection 3, and in section 501.416, subsection 3. Any such provision that obligates the cooperative to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the cooperative to advance funds to pay for or reimburse expenses in accordance with section 501.414 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
2. Any provision pursuant to subsection 1 shall not obligate the cooperative to indemnify or advance expenses to a director of a predecessor of the cooperative, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of organization, bylaws, or a resolution of the board of directors or members of a predecessor of the cooperative in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by section 501.618, subsection 3.
3. A cooperative may, by a provision in its articles of organization, limit any of the rights to indemnification or advance for expenses created by or pursuant to this part.
4. This part does not limit a cooperative’s power to pay or reimburse expenses incurred by a director or an officer in connection with the director’s or officer’s appearance as a witness in a proceeding at a time when the director or officer is not a party.
5. This part does not limit a cooperative’s power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.
98 Acts, ch 1152, §28, 69; 2003 Acts, ch 66, §24
Referred to in §501.415
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.501 - Issuance and transfer of interests.

501.501 Issuance and transfer of interests.
1. A cooperative may issue the number of interests of each class authorized by its articles. A cooperative may issue fractional interests. Interests may be represented by certificates or by entry on the cooperative’s interest record books.
2. A member shall not sell or otherwise transfer voting interests to any person. A member may be restricted or limited from selling or otherwise transferring any other class of interests of the cooperative as provided by the cooperative’s articles of association or bylaws or an agreement executed between the cooperative and the member.
3. A cooperative may acquire its own interests, and interests so acquired constitute authorized but unissued interests.
96 Acts, ch 1010, §30; 97 Acts, ch 16, §1; 98 Acts, ch 1152, §29, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.502 - Termination of membership.

501.502 Termination of membership.
1. A membership shall terminate upon the death of the member.
2. The articles or bylaws may authorize the board to terminate a membership for any of the following reasons:
a. The member has attempted to transfer any interest to a person who is not a member and has not been approved for membership.
b. The member has failed to meet the member’s commitment to provide products to the cooperative or to buy the cooperative’s products.
c. The member is no longer an authorized person.
d. The member is no longer a farming entity.
3. A member’s right to vote at member meetings shall cease upon termination of the membership.
4. The cooperative shall redeem, without interest, the voting interest of a terminated member within one year after the termination of the membership for the fair market value of the interest. If the amount originally paid by the member for the voting interest was less than ten percent of the total amount the member paid for all classes of interests, the cooperative may redeem the voting interest for its issue price if the cooperative’s articles of association grant the cooperative this authority.
5. The cooperative shall redeem, without interest, all of the terminated member’s allocated patronage refunds and preferred interests originally issued as allocated patronage refunds for the issue price as follows:
a. If a terminated member’s current equity is less than two percent of the cooperative’s total members’ equity, the cooperative shall either redeem the terminated member’s equity within one year after the termination of the membership or redeem the terminated member’s equity in annual amounts of not less than twenty percent of the total amount provided that the entire amount must be redeemed within five years after the termination of the membership.
b. If a terminated member’s current equity equals or exceeds two percent of the cooperative’s total members’ equity, the cooperative shall redeem the terminated member’s equity in annual amounts of not less than fifteen percent of the total amount provided that the entire amount must be redeemed within seven years after the termination of the membership.
96 Acts, ch 1010, §31; 97 Acts, ch 16, §2; 98 Acts, ch 1152, §30 – 32, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.503 - Distribution of net savings.

501.503 Distribution of net savings.
The board shall annually dispose of the cooperative’s earnings in excess of its operating expenses as follows:
1. If the articles authorize the payment of distributions on a class of interests, then the directors may declare a distribution pursuant to the articles. Distributions shall not exceed eight percent of the value of the interest in each fiscal year. The members may control the amount that is allocated under this subsection.
2. To provide a reasonable reserve for depreciation, obsolescence, bad debts, or contingent losses or expenses. The members may control the amount that is allocated under this subsection.
3. To increase the cooperative’s retained savings to the extent determined by the board to be necessary based on its evaluation of the future needs and the competitive position of the cooperative.
4. The cooperative shall have an unconditional binding obligation to distribute to the members all remaining net savings as determined under the United States Internal Revenue Code. These net savings shall be allocated to each member in proportion to the business the member did with the cooperative during the preceding fiscal year. The net savings may be separately calculated for two or more categories of business, and allocated to the members on the basis of business done within each of these categories. Net savings shall be distributed in the form of cash or interests, or a combination of cash and interests, as determined by the board.
96 Acts, ch 1010, §32; 98 Acts, ch 1152, §33, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.601 - Existing associations.

501.601 Existing associations.
1. As used in this section:
a. “Dissenting member” means a voting member who votes in opposition to the plan of conversion and who makes a demand for payment as provided in this section not later than the deadline for members to vote to approve the plan of conversion.
b. “Issue price” means the amount paid for an interest in the association or the value stated in a notice of allocation of patronage refunds.
2. An association organized under chapter 497, 498, or 499 may adopt this chapter pursuant to the following procedures:
a. The board must adopt a plan of conversion that specifies the changes in the articles to comply with this chapter, the effect of the conversion on the association’s outstanding members’ equity, and the option or options available to the equity holders who do not want to continue their investment in the association.
b. The members must approve the plan of conversion by a vote of two-thirds of the votes cast in which vote a majority of all votes are cast.
3. a. The cooperative shall redeem all of the members’ equity held by dissenting members at its issue price within one year after the conversion to this chapter is effective.
b. An equity holder who is not a voting member shall have the same rights as a dissenting member if the equity holder makes a demand for payment pursuant to paragraph “a” not later than the deadline for members to vote to approve the plan of conversion.
c. The association shall notify all equity holders of their rights pursuant to paragraph “a” at the same time the association notifies the members of the member meeting to vote on the plan of conversion.
96 Acts, ch 1010, §33; 2011 Acts, ch 23, §11 – 13; 2012 Acts, ch 1023, §75
Referred to in §501.101
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.603 - Sale of assets.

501.603 Sale of assets.
1. A cooperative may, on the terms and conditions and for the consideration determined by the board, mortgage, pledge, or otherwise encumber any or all of its property.
2. A cooperative may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, on the terms and conditions and for the consideration determined by the board, which consideration may include the interests of another cooperative, if the board recommends the proposed transaction to the members, and the members approve it by a vote of two-thirds of the votes cast in which vote a majority of all votes are cast. The board may condition its submission of the proposed transaction on any basis.
96 Acts, ch 1010, §35; 98 Acts, ch 1152, §34, 69; 2011 Acts, ch 23, §14; 2012 Acts, ch 1023, §76
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.611 - Definitions.

501.611 Definitions.
When used in this part, unless the context otherwise requires:
1. “Consolidation” means the uniting of two or more cooperatives organized under this chapter into one cooperative organized under this chapter, in such manner that a new cooperative is formed, and the new cooperative absorbs the others, which cease to exist as separate entities.
2. “Dissenting member” means a voting member who votes in opposition to the plan of merger or consolidation and who makes a demand for payment of the fair value under section 501.615.
3. “Fair value” means the cash price that would be paid by a willing buyer to a willing seller, neither being under any compulsion to buy or sell.
4. “Issue price” means the amount paid for an interest in the old cooperative or the amount stated in a notice of allocation of patronage distributions.
5. “Merger” means the uniting of two or more cooperatives organized under this chapter into one cooperative organized under this chapter, in such manner that one of the merging associations continues to exist and absorbs the others, which cease to exist as entities. “Merger” does not include the acquisition, by purchase or otherwise, of the assets of one cooperative by another, unless the acquisition only becomes effective by the filing of articles of merger by the cooperatives and the issuance of a certificate of merger pursuant to sections 501.617 and 501.618.
6. “New cooperative” is the cooperative resulting from the consolidation of two or more cooperatives organized under this chapter.
7. “Old cooperative” means the cooperative in which the member owns or owned a membership prior to merger or consolidation.
8. “Surviving cooperative” is the cooperative resulting from the merger of two or more cooperatives organized under this chapter.
98 Acts, ch 1152, §35, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.612 - Merger.

501.612 Merger.
Any two or more cooperatives may merge into one cooperative in the manner provided in this section. The board of directors of each cooperative shall, by resolution adopted by a majority vote of all members of each board, approve a plan of merger which shall set forth all of the following:
1. The names of the cooperatives proposing to merge and the name of the surviving cooperative.
2. The terms and conditions of the proposed merger.
3. A statement of any changes in the articles of association of the surviving cooperative.
4. Other provisions deemed necessary or desirable.
98 Acts, ch 1152, §36, 69
Merger with other business entities; §501A.1101 – 501A.1103
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.613 - Consolidation.

501.613 Consolidation.
Any two or more cooperatives may be consolidated into a new cooperative as provided in this section. The board of directors of each cooperative shall, by resolution adopted by a majority vote of all members of each board, approve a plan of consolidation setting forth:
1. The names of the cooperatives proposing to consolidate and the name of the new cooperative.
2. The terms and conditions of the proposed consolidation.
3. With respect to the new cooperative, all of the statements required to be set forth in articles of association for cooperatives.
4. Other provisions deemed necessary or desirable.
98 Acts, ch 1152, §37, 69
Consolidation with other business entities; §501A.1101
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.614 - Vote of members.

501.614 Vote of members.
1. The board of directors of a cooperative, upon approving a plan of merger or consolidation, shall, by motion or resolution, direct that the plan be submitted to a vote at a meeting of members, which may be either an annual or special meeting. Written notice shall be given not less than twenty days prior to the meeting, either personally or by mail, to each voting member of record. The notice shall state the time, place, and purpose of the meeting, and a summary of the plan of merger or consolidation shall be included in or enclosed with the notice.
2. At the meeting, a vote of the members who are entitled to vote in the affairs of the association shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved if two-thirds of the members vote affirmatively and a majority of all voting members participate in the voting.
98 Acts, ch 1152, §38, 69; 2011 Acts, ch 23, §15; 2012 Acts, ch 1023, §77
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.615 - Objection of members — purchase of interests upon demand.

501.615 Objection of members — purchase of interests upon demand.
1. If a member of a cooperative which is a party to a merger or consolidation files with the cooperative, prior to or at the meeting of members at which the plan is submitted to a vote, a written objection to the plan of merger or consolidation, and votes in opposition to the plan, and the member, within twenty days after the merger or consolidation is approved by the other members, makes written demand on the surviving or new cooperative for payment of the fair value of that member’s interest as of the day prior to the date on which the vote was taken approving the merger or consolidation, the surviving or new cooperative shall pay to the member, upon surrender of that person’s certificate of membership or interests in the cooperative, the fair value of that person’s interest as provided in section 501.616. A member who fails to make demand within the twenty-day period is conclusively presumed to have consented to the merger or consolidation and is bound by its terms.
2. In the event that a dissenting member does business with the surviving or new cooperative before payment has been made for that person’s membership, the dissenting member is deemed to have consented to the merger or consolidation and to have waived all further rights as a dissenting member.
98 Acts, ch 1152, §39, 69
Referred to in §501.611
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.617 - Articles of merger or consolidation.

501.617 Articles of merger or consolidation.
1. Upon approval, articles of merger or articles of consolidation shall be executed by each cooperative as provided in section 501.105. The articles must include the following:
a. The plan of merger or the plan of consolidation.
b. As to each cooperative, the number of members.
c. As to each cooperative, the number of members who voted for and against the plan at the meeting called for that purpose.
2. The articles of merger or articles of consolidation shall be delivered to the secretary of state for filing.
3. The secretary of state, upon the filing of articles of merger or articles of consolidation, shall issue a certificate of merger or a certificate of consolidation and send the certificate to the surviving or new cooperative, or to its representative.
98 Acts, ch 1152, §41, 69; 2012 Acts, ch 1023, §157
Referred to in §9.11, 501.611
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.619 - Abandonment before filing.

501.619 Abandonment before filing.
At any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions set forth in the plan of merger or consolidation.
98 Acts, ch 1152, §43, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.701 - Records.

501.701 Records.
1. A cooperative shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the cooperative.
2. A cooperative shall maintain appropriate accounting records.
3. A cooperative or its agent shall maintain a record of its interest holders in a form that permits preparation of a list of the names and addresses of all interest holders in alphabetical order by class of interests showing the number and class of interests held by each.
4. A cooperative shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
5. A cooperative shall keep a copy of the following records:
a. Its articles or restated articles of association and all amendments to them currently in effect.
b. Its bylaws or restated bylaws and all amendments to them currently in effect.
c. Resolutions adopted by its board of directors creating one or more classes or series of interests, and fixing their relative rights, preferences, and limitations, if the interests issued pursuant to those resolutions are outstanding.
d. The minutes of all members’ meetings, and records of all action taken by members without a meeting, for the past three years.
e. All written communications to interest holders generally within the past three years, including the financial statements furnished for the past three years under section 501.711.
f. A list of the names and business addresses of its current directors and officers.
g. Its most recent biennial report delivered to the secretary of state under section 501.713.
98 Acts, ch 1152, §44, 69; 99 Acts, ch 96, §42; 2000 Acts, ch 1022, §13
Referred to in §501.702
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.702 - Inspection of records by interest holders.

501.702 Inspection of records by interest holders.
1. An interest holder of a cooperative is entitled to inspect and copy, during regular business hours at the cooperative’s principal office, any of the records of the cooperative described in section 501.701, subsection 5, if the interest holder gives the cooperative written notice of the interest holder’s demand at least five business days before the date on which the interest holder wishes to inspect and copy.
2. An interest holder of a cooperative is entitled to inspect and copy, during regular business hours at a reasonable location specified by the cooperative, any of the following records of the cooperative if the interest holder meets the requirements of subsection 3 and gives the cooperative written notice of the interest holder’s demand at least five business days before the date on which the interest holder wishes to inspect and copy any of the following:
a. Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the cooperative, minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting, to the extent not subject to inspection under subsection 1 of this section.
b. Accounting records of the cooperative.
c. The record of interest holders.
3. An interest holder may inspect and copy the records described in subsection 2 only if:
a. The interest holder’s demand is made in good faith and for a proper purpose.
b. The interest holder describes with reasonable particularity the interest holder’s purpose and the records the interest holder desires to inspect.
c. The records are directly connected with the interest holder’s purpose.
4. The right of inspection granted by this section shall not be abolished or limited by a cooperative’s articles of association or bylaws.
5. This section does not affect either of the following:
a. The right of a member to obtain information under section 501.304 or the right of an interest holder to obtain information, if the interest holder is in litigation with the cooperative, to the same extent as any other litigant.
b. The power of a court, independently of this chapter, to compel the production of cooperative records for examination.
98 Acts, ch 1152, §45, 69; 99 Acts, ch 96, §43
Referred to in §501.703, 501.704
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.703 - Scope of inspection right.

501.703 Scope of inspection right.
1. An interest holder’s agent or attorney has the same inspection and copying rights as the interest holder the agent or attorney represents.
2. The right to copy records under section 501.702 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other technological means.
3. The cooperative may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the interest holder. The charge shall not exceed the estimated cost of production or reproduction of the records.
4. The cooperative may comply with an interest holder’s demand to inspect the record of interest holders under section 501.702, subsection 2, paragraph “c”, by providing the interest holder with a list of its interest holders that was compiled no earlier than the date of the interest holder’s demand.
98 Acts, ch 1152, §46, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.704 - Court-ordered inspection.

501.704 Court-ordered inspection.
1. If a cooperative does not allow an interest holder who complies with section 501.702, subsection 1, to inspect and copy any records required by that subsection to be available for inspection, the district court of the county where the cooperative’s principal office or, if none in this state, its registered office is located may summarily order inspection and copying of the records demanded at the cooperative’s expense upon application of the interest holder.
2. If a cooperative does not within a reasonable time allow an interest holder to inspect and copy any other records, the interest holder who complies with section 501.702, subsections 2 and 3, may apply to the district court in the county where the cooperative’s principal office or, if not in this state, its registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
3. If the court orders inspection and copying of the records demanded, it shall also order the cooperative to pay the interest holder’s costs, including reasonable counsel fees, incurred to obtain the order unless the cooperative proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the interest holder to inspect the records demanded.
4. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding interest holder.
98 Acts, ch 1152, §47, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.711 - Financial statements for interest holders.

501.711 Financial statements for interest holders.
A cooperative shall prepare annual financial statements, which may be consolidated or combined statements of the cooperative and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year and an income statement for that year. Upon written request from an interest holder, a cooperative, at its expense, shall furnish to that interest holder the financial statements requested. If the annual financial statements are reported upon by a public accountant, the report must accompany the financial statements.
98 Acts, ch 1152, §48, 69
Referred to in §501.701
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.712 - Other reports to interest holders.

501.712 Other reports to interest holders.
1. If a cooperative indemnifies or advances expenses to a director under sections 501.412 through 501.415 in connection with a proceeding by or in the right of the cooperative, the cooperative shall report the indemnification or advance in writing to the members with or before the notice of the next members’ meeting.
2. If a cooperative issues or authorizes the issuance of interests for promissory notes or for promises to render services in the future, the cooperative shall report in writing to the members the number of interests authorized or issued, and the consideration received by the cooperative, with or before the notice of the next members’ meeting.
98 Acts, ch 1152, §49, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.713 - Biennial report for secretary of state.

501.713 Biennial report for secretary of state.
1. Each cooperative authorized to transact business in this state shall deliver to the secretary of state for filing a biennial report that sets forth all of the following:
a. The name of the cooperative.
b. The address of its registered office and the name of its registered agent at that office in this state, together with the consent of any new registered agent.
c. The address of its principal office.
d. The names and addresses of the president, secretary, treasurer, and one member of the board of directors.
2. Information in the biennial report must be current as of the first day of January of the year in which the report is due. The report shall be executed on behalf of the cooperative and signed as provided in section 501.105 or by any other person authorized by the board of directors of the cooperative.
3. The first biennial report shall be delivered to the secretary of state between January 1 and April 1 of the first even-numbered year following the calendar year in which a cooperative was organized. Subsequent biennial reports must be delivered to the secretary of state between January 1 and April 1 of the following even-numbered calendar years. A filing fee for the biennial report shall be determined by the secretary of state.
4. If a biennial report does not contain the information required by this section, the secretary of state shall promptly notify the reporting cooperative in writing and return the report to the cooperative for correction.
5. The secretary of state may provide for the change of registered office or registered agent on the form prescribed by the secretary of state for the biennial report, provided that the form contains the information required in section 501.106. If the secretary of state determines that a biennial report does not contain the information required by this section but otherwise meets the requirements of section 501.106 for the purpose of changing the registered office or registered agent, the secretary of state shall file the statement of change of registered office or registered agent, effective as provided in section 501.105, before returning the biennial report to the cooperative as provided in this section. A statement of change of registered office or agent pursuant to this subsection shall be executed by a person authorized to execute the biennial report.
98 Acts, ch 1152, §50, 69; 99 Acts, ch 96, §44; 2000 Acts, ch 1022, §14, 15
Referred to in §9.11, 501.701, 501.811
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.801 - Dissolution by organizers or initial directors.

501.801 Dissolution by organizers or initial directors.
A majority of the organizers or initial directors of a cooperative that has not issued interests or has not commenced business may dissolve the cooperative by delivering to the secretary of state for filing articles of dissolution that set forth all of the following:
1. The name of the cooperative.
2. The date of its organization.
3. Either of the following:
a. That none of the cooperative’s interests have been issued.
b. That the cooperative has not commenced business.
4. That no debt of the cooperative remains unpaid.
5. That the net assets of the cooperative remaining after winding up have been distributed in accordance with this chapter and the articles of association of the cooperative.
6. That a majority of the organizers or initial directors authorized the dissolution.
98 Acts, ch 1152, §51, 69
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.802 - Dissolution by board of directors and members.

501.802 Dissolution by board of directors and members.
1. A cooperative’s board of directors may propose dissolution for submission to the members.
2. For a proposal to dissolve to be adopted both of the following must apply:
a. The board of directors must recommend dissolution to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members.
b. The members entitled to vote must approve the proposal to dissolve as provided in subsection 5.
3. The board of directors may condition its submission of the proposal for dissolution on any basis.
4. The cooperative shall notify each member of a meeting to consider dissolution in accordance with section 501.302. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the cooperative.
5. Unless the articles of association or the board of directors acting pursuant to subsection 3 require a greater vote or a vote by voting groups, the proposal to dissolve must be approved by a majority of all the votes entitled to be cast on that proposal in order to be adopted.
98 Acts, ch 1152, §52, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.803 - Articles of dissolution.

501.803 Articles of dissolution.
1. At any time after dissolution is authorized, the cooperative may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth all of the following:
a. The name of the cooperative.
b. The date dissolution was authorized.
c. If dissolution was approved by the members, both of the following:
(1) The number of votes entitled to be cast on the proposal to dissolve.
(2) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.
2. A cooperative is dissolved upon the effective date of its articles of dissolution.
98 Acts, ch 1152, §53, 69
Referred to in §9.11, 501.804
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.804 - Revocation of dissolution.

501.804 Revocation of dissolution.
1. A cooperative may revoke its dissolution within one hundred twenty days of the effective date of the dissolution.
2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without member action.
3. After the revocation of dissolution is authorized, the cooperative may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth all of the following:
a. The name of the cooperative.
b. The effective date of the dissolution that was revoked.
c. The date that the revocation of dissolution was authorized.
d. If the cooperative’s board of directors or organizers revoked the dissolution, a statement to that effect.
e. If the cooperative’s board of directors revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization.
f. If member action was required to revoke the dissolution, the information required by section 501.803, subsection 1, paragraph “c”.
4. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
5. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution as if the dissolution had never occurred.
98 Acts, ch 1152, §54, 69
Referred to in §9.11
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.805 - Effect of dissolution.

501.805 Effect of dissolution.
1. A dissolved cooperative continues its existence but shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including any of the following:
a. Collecting its assets.
b. Disposing of its properties that will not be distributed in kind in accordance with this chapter and the cooperative’s articles of association.
c. Discharging or making provision for discharging its liabilities.
d. Distributing its remaining property in accordance with this chapter and the cooperative’s articles of association.
e. Doing every other act necessary to wind up and liquidate its business and affairs.
2. Dissolution of a cooperative does not do any of the following:
a. Transfer title to the cooperative’s property.
b. Prevent transfer of its interests, although the authorization to dissolve may provide for closing the cooperative’s interest transfer records.
c. Subject its directors or officers to standards of conduct different from those prescribed in section 501.406.
d. Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws.
e. Prevent commencement of a proceeding by or against the cooperative in its name.
f. Abate or suspend a proceeding pending by or against the cooperative on the effective date of dissolution.
g. Terminate the authority of the registered agent of the cooperative.
98 Acts, ch 1152, §55, 69
Referred to in §501.812, 501.824
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.806 - Distribution of assets.

501.806 Distribution of assets.
Upon the cooperative’s dissolution, the cooperative’s assets shall first be used to pay expenses necessary to carry out the dissolution and liquidation of assets, then be used to pay the cooperative’s obligations other than the payment of deferred patronage or interests issued as deferred patronage, and the remainder shall be paid in the manner set forth in the cooperative’s articles of association.
98 Acts, ch 1152, §56, 69
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.807 - Known claims against dissolved cooperative.

501.807 Known claims against dissolved cooperative.
1. A dissolved cooperative may dispose of the known claims against it by following the procedure described in this section.
2. The dissolved cooperative shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must do all of the following:
a. Describe information that must be included in a claim.
b. Provide a mailing address where a claim may be sent.
c. State the deadline, which shall not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved cooperative must receive the claim.
d. State that the claim will be barred if not received by the deadline.
3. A claim against the dissolved cooperative is barred if either of the following occur:
a. A claimant who was given written notice under subsection 2 does not deliver the claim to the dissolved cooperative by the deadline.
b. A claimant whose claim was rejected by the dissolved cooperative does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.
4. For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
98 Acts, ch 1152, §57, 69
Referred to in §501.808, 501.812, 501.824
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.808 - Unknown claims against dissolved cooperative.

501.808 Unknown claims against dissolved cooperative.
1. A dissolved cooperative may also publish notice of its dissolution and request that persons with claims against the cooperative present them in accordance with the notice.
2. The notice must meet all of the following requirements:
a. Be published one time in a newspaper of general circulation in the county where the dissolved cooperative’s principal office or, if not in this state, its registered office is or was last located.
b. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.
c. State that a claim against the cooperative will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.
3. If the dissolved cooperative publishes a newspaper notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved cooperative within five years after the publication date of the newspaper notice:
a. A claimant who did not receive written notice under section 501.807.
b. A claimant whose claim was timely sent to the dissolved cooperative but not acted on.
c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
4. A claim may be enforced under this section in either of the following ways:
a. Against the dissolved cooperative, to the extent of its undistributed assets.
b. If the assets have been distributed in liquidation, against an interest holder of the dissolved cooperative to the extent of the interest holder’s pro rata share of the claim or the cooperative assets distributed to the interest holder in liquidation, whichever is less, but an interest holder’s total liability for all claims under this section shall not exceed the total amount of assets distributed to the interest holder in liquidation.
98 Acts, ch 1152, §58, 69
Referred to in §501.812, 501.824
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501 - CLOSED COOPERATIVES › Section 501.811 - Grounds for administrative dissolution.

501.811 Grounds for administrative dissolution.
The secretary of state may commence a proceeding under section 501.812 to administratively dissolve a cooperative if any of the following apply:
1. The cooperative has not delivered a biennial report to the secretary of state in a form that meets the requirements of section 501.713, within sixty days after it is due, or has not paid the filing fee as determined by the secretary of state, within sixty days after it is due.
2. The cooperative is without a registered agent or registered office in this state for sixty days or more.
3. The cooperative does not notify the secretary of state within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
4. The cooperative’s period of duration stated in its articles of association expires.
98 Acts, ch 1152, §59, 69; 2000 Acts, ch 1022, §16
Referred to in §501.812