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
Structure Iowa Code
Chapter 501 - CLOSED COOPERATIVES
Section 501.101 - Definitions.
Section 501.102 - Purposes and powers.
Section 501.103 - Permissible members — limited farming activities.
Section 501.105 - Execution and filing of documents.
Section 501.105A - Secretary of state — extra services — surcharge.
Section 501.106 - Registered office and registered agent.
Section 501.108 - Quo warranto.
Section 501.201 - Cooperative formation.
Section 501.202 - Documents of organization.
Section 501.203 - Amended and restated documents of organization.
Section 501.301 - Liability of members.
Section 501.302 - Calling and notice of meetings.
Section 501.303 - Conduct of meetings.
Section 501.303A - Remote participation in meetings of members.
Section 501.304 - Member information.
Section 501.305 - Multiple membership prohibited.
Section 501.306 - Number of votes.
Section 501.307 - Financial information.
Section 501.401 - Number and election.
Section 501.403 - Board action.
Section 501.404 - Director conflict of interest.
Section 501.406 - Standards of conduct.
Section 501.407 - Personal liability — indemnification.
Section 501.411 - Definitions.
Section 501.412 - Permissible indemnification.
Section 501.413 - Mandatory indemnification.
Section 501.414 - Advance for expenses.
Section 501.415 - Court-ordered indemnification.
Section 501.416 - Determination and authorization of indemnification.
Section 501.417 - Indemnification of officers.
Section 501.419 - Variation by corporate action — application of this part.
Section 501.420 - Exclusivity.
Section 501.501 - Issuance and transfer of interests.
Section 501.502 - Termination of membership.
Section 501.503 - Distribution of net savings.
Section 501.601 - Existing associations.
Section 501.603 - Sale of assets.
Section 501.611 - Definitions.
Section 501.613 - Consolidation.
Section 501.614 - Vote of members.
Section 501.615 - Objection of members — purchase of interests upon demand.
Section 501.616 - Value determined.
Section 501.617 - Articles of merger or consolidation.
Section 501.618 - Effective date — effect.
Section 501.619 - Abandonment before filing.
Section 501.702 - Inspection of records by interest holders.
Section 501.703 - Scope of inspection right.
Section 501.704 - Court-ordered inspection.
Section 501.711 - Financial statements for interest holders.
Section 501.712 - Other reports to interest holders.
Section 501.713 - Biennial report for secretary of state.
Section 501.801 - Dissolution by organizers or initial directors.
Section 501.802 - Dissolution by board of directors and members.
Section 501.803 - Articles of dissolution.
Section 501.804 - Revocation of dissolution.
Section 501.805 - Effect of dissolution.
Section 501.806 - Distribution of assets.
Section 501.807 - Known claims against dissolved cooperative.
Section 501.808 - Unknown claims against dissolved cooperative.
Section 501.811 - Grounds for administrative dissolution.
Section 501.812 - Procedure for and effect of administrative dissolution.
Section 501.813 - Reinstatement following administrative dissolution.
Section 501.814 - Appeal from denial of reinstatement.
Section 501.821 - Grounds for judicial dissolution.
Section 501.822 - Procedure for judicial dissolution.
Section 501.823 - Receivership or custodianship.