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
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.