499.61 Definitions.
When used in this subchapter, unless the context otherwise requires:
1. “Consolidation” means the uniting of two or more cooperative associations into one cooperative association, in such manner that a new cooperative association is formed, and the new cooperative association absorbs the others, which cease to exist as separate entities.
2. “Merger” means the uniting of two or more cooperative associations into one cooperative association, in such manner that one of the merging associations retains its corporate existence and absorbs the others, which cease to exist as corporate entities. “Merger” does not include the acquisition, by purchase or otherwise, of the assets of one cooperative association by another, unless the acquisition only becomes effective by the filing of articles of merger by the associations and the issuance of a certificate of merger pursuant to sections 499.67 and 499.68.
3. “New association” is the cooperative association resulting from the consolidation of two or more cooperative associations.
4. “Qualified corporation” means a corporation organized and existing under chapter 490, which is structured and operated on a cooperative basis pursuant to 26 U.S.C. §1381(a)(2) and which meets the definitional requirements of an association as provided in 12 U.S.C. §1141j(a) or 7 U.S.C. §291.
5. “Qualified merger” means the uniting of one or more cooperative associations with one or more qualified corporations to form one cooperative association or qualified corporation, in such a manner that one entity participating in the merger continues to exist and absorbs the others, with the others ceasing to exist as cooperative or corporate entities.
6. “Qualified survivor” means the cooperative association or qualified corporation which continues to exist after a qualified merger.
7. “Surviving association” is the cooperative association resulting from the merger of two or more cooperative associations.
[C71, 73, 75, 77, 79, 81, §499.61]
87 Acts, ch 88, §4; 97 Acts, ch 17, §7; 2014 Acts, ch 1026, §143
Referred to in §499.47C
Structure Iowa Code
Chapter 499 - COOPERATIVE ASSOCIATIONS
Section 499.3 - Dealing with nonmembers.
Section 499.4 - Use of term “cooperative” restricted.
Section 499.5 - Permissible organizers.
Section 499.5A - Water utilities — members of federated associations.
Section 499.8 - Contracts authorized.
Section 499.9 - Penalties — performance — injunction — arbitration.
Section 499.10 - Cooperative agreements.
Section 499.11 - Legality declared.
Section 499.12 - Exemption of private property.
Section 499.13 - Membership — eligibility.
Section 499.14 - Membership in nonstock associations.
Section 499.14A - Electric cooperative association memberships.
Section 499.15 - Certificates of membership or stock.
Section 499.16 - Subscriptions — stock or membership.
Section 499.17 - Transfer of stock or membership.
Section 499.18 - Expulsion of members.
Section 499.19 - Cancellation of membership or stock.
Section 499.20 - Withdrawal of members.
Section 499.21 - Obligations not affected.
Section 499.22 - Capital stock.
Section 499.23 - Dividends on common stock.
Section 499.24 - Preferred stock.
Section 499.25 - Issuing preferred stock in purchases.
Section 499.26 - Service charges.
Section 499.27A - Remote participation in meetings of members.
Section 499.28 - Number of votes.
Section 499.29 - Manner of voting.
Section 499.30 - Distribution of earnings.
Section 499.30A - Reversion of disbursements.
Section 499.31 - Control of allocation by members.
Section 499.32 - Patronage dividends of subscribers.
Section 499.33 - Use of revolving fund.
Section 499.34 - Patronage dividend certificates.
Section 499.35 - Time of payment.
Section 499.36A - Standards of conduct for directors.
Section 499.37A - Standards of conduct for officers.
Section 499.38 - Removal of officers and directors.
Section 499.41A - Greater voting or quorum requirements.
Section 499.43 - Existing corporations — option.
Section 499.43A - Existing cooperatives organized under chapter 497 or 498 — conversion option.
Section 499.43B - Existing cooperatives organized under chapter 490 or 491 — option.
Section 499.44 - Execution and filing of documents.
Section 499.44A - Secretary of state — extra services — surcharge.
Section 499.47B - Sale or other disposition of assets other than in regular course of business.
Section 499.47C - Sale or other disposition of assets in exchange for common stock.
Section 499.47D - Consideration of acquisition proposals — community interests.
Section 499.48 - Distribution in liquidation.
Section 499.49 - Biennial report.
Section 499.50 - Notice of delinquent reports.
Section 499.53 - Quo warranto.
Section 499.54 - Foreign associations.
Section 499.55 - Individual exemptions applicable.
Section 499.56 - Conflicting laws.
Section 499.57 - State powers.
Section 499.59 - Personal liability.
Section 499.59A - Indemnification.
Section 499.60 - Chapters inapplicable.
Section 499.63 - Consolidation.
Section 499.64 - Vote of members.
Section 499.65 - Objection of members — purchase of shares upon demand.
Section 499.66 - Value determined.
Section 499.67 - Articles of merger or consolidation.
Section 499.68 - When effective — effect.
Section 499.69 - Foreign and domestic mergers or consolidations.
Section 499.69A - Qualified mergers.
Section 499.70 - Abandonment before filing.
Section 499.71 - Other laws applicable.
Section 499.72 - Registered office and registered agent.
Section 499.73 - Change of registered office or registered agent.
Section 499.73A - Change of principal office.
Section 499.74 - Resignation of registered agent.
Section 499.75 - Service on association.
Section 499.76 - Grounds for administrative dissolution.
Section 499.77 - Procedure for and effect of administrative dissolution.
Section 499.78 - Reinstatement following administrative dissolution.
Section 499.78A - Appeal from denial of reinstatement.
Section 499.79 - Statement to estate of members and stockholders.