Iowa Code
Chapter 501A - COOPERATIVE ASSOCIATIONS ACT
Section 501A.808 - Action of members.

501A.808 Action of members.
1. Action by affirmative vote of members.
a. The members shall take action by the affirmative vote of the members of the greater of any of the following:
(1) A majority of the voting power of the membership interests present and entitled to vote on that item of business.
(2) A majority of the voting power that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles or bylaws, or a member control agreement requires a larger proportion.
b. If the articles, bylaws, or a member control agreement require a larger proportion than is required by this chapter for a particular action, the articles, bylaws, or the member control agreement shall have control over the provisions of this chapter.
2. Class or series of membership interests. In any case where a class or series of membership interests is entitled by this chapter, the articles, bylaws, a member control agreement, or the terms of the membership interests to vote as a class or series, the matter being voted upon must also receive the affirmative vote of the owners of the same proportion of the membership interests present of that class or series; or of the total outstanding membership interests of that class or series, as the proportion required under subsection 1, unless the articles, bylaws, or the member control agreement requires a larger proportion. Unless otherwise stated in the articles, bylaws, or a member control agreement, in the case of voting as a class or series, the minimum percentage of the total voting power of membership interests of the class or series that must be present is equal to the minimum percentage of all membership interests entitled to vote required to be present under section 501A.806.
3. Greater quorum or voting requirements.
a. The articles or bylaws adopted by the members may provide for a greater quorum or voting requirement for members or voting groups than is provided for by this chapter.
b. An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
2005 Acts, ch 135, §58; 2006 Acts, ch 1030, §57

Structure Iowa Code

Iowa Code

Title XII - BUSINESS ENTITIES

Chapter 501A - COOPERATIVE ASSOCIATIONS ACT

Section 501A.101 - Short title.

Section 501A.102 - Definitions.

Section 501A.103 - Requirements for signatures on documents.

Section 501A.201 - General filing requirements.

Section 501A.201A - Secretary of state — extra services — surcharge.

Section 501A.202 - Filing duty of secretary of state.

Section 501A.203 - Effective time and date of documents.

Section 501A.204 - Correcting filed documents.

Section 501A.205 - Fees.

Section 501A.206 - Forms.

Section 501A.207 - Appeal from secretary of state’s refusal to file document.

Section 501A.208 - Evidentiary effect of copy of filed document.

Section 501A.209 - Certificate of existence.

Section 501A.210 - Penalty for signing false document.

Section 501A.211 - Secretary of state — powers.

Section 501A.221 - Certificate of authority.

Section 501A.222 - Cancellation of certificate of authority.

Section 501A.231 - Biennial report for secretary of state.

Section 501A.301 - Name.

Section 501A.302 - Reserved name.

Section 501A.401 - Registered office and registered agent.

Section 501A.402 - Change of registered office or registered agent.

Section 501A.403 - Resignation of registered agent — discontinuance of registered office — statement.

Section 501A.404 - Service on domestic cooperatives.

Section 501A.405 - Service on foreign cooperative.

Section 501A.501 - Organizational purpose.

Section 501A.502 - Organizers.

Section 501A.503 - Articles of organization.

Section 501A.504 - Amendment of articles.

Section 501A.505 - Existence.

Section 501A.506 - Bylaws.

Section 501A.507 - Cooperative records.

Section 501A.601 - Powers.

Section 501A.602 - Emergency powers.

Section 501A.603 - Agricultural commodities and products — marketing contracts.

Section 501A.701 - Board governs cooperative.

Section 501A.702 - Number of directors.

Section 501A.703 - Election of directors.

Section 501A.704 - Filling vacancies.

Section 501A.705 - Removal of directors.

Section 501A.706 - Board of directors’ meetings.

Section 501A.707 - Quorum.

Section 501A.708 - Action of board of directors.

Section 501A.709 - Action without a meeting.

Section 501A.710 - Audit committee.

Section 501A.711 - Committees.

Section 501A.712 - Standard of conduct.

Section 501A.713 - Director conflicts of interest.

Section 501A.714 - Limitation of liability of directors, officers, employees, members, and volunteers.

Section 501A.715 - Indemnification.

Section 501A.716 - Officers.

Section 501A.801 - Members.

Section 501A.802 - Member liability.

Section 501A.803 - Regular members’ meetings.

Section 501A.804 - Special members’ meetings.

Section 501A.805 - Certification of meeting notice.

Section 501A.806 - Quorum.

Section 501A.807 - Remote communications for members’ meetings.

Section 501A.808 - Action of members.

Section 501A.809 - Action without a meeting.

Section 501A.810 - Member voting rights.

Section 501A.811 - Patron member voting based on patronage.

Section 501A.812 - Voting rights.

Section 501A.813 - Voting by organizations and legal representatives.

Section 501A.814 - Proxies.

Section 501A.815 - Sale of property and assets.

Section 501A.816 - Vote of ownership interests held by cooperative.

Section 501A.901 - Membership interests.

Section 501A.902 - Assignment of financial rights.

Section 501A.903 - Nature of a membership interest and statement of interest owned.

Section 501A.904 - Certificated and uncertificated membership interests.

Section 501A.905 - Lost certificates — replacement.

Section 501A.906 - Restriction on transfer or registration of membership interests.

Section 501A.1001 - Authorization, form, and acceptance of contributions.

Section 501A.1002 - Restatement of value of previous contributions.

Section 501A.1003 - Contribution agreements.

Section 501A.1004 - Contribution rights agreements.

Section 501A.1005 - Allocations and distributions — profits, losses, cash, or other assets.

Section 501A.1006 - Allocations and distributions — net income.

Section 501A.1007 - Member control agreements.

Section 501A.1008 - Reversion of disbursements.

Section 501A.1101 - Merger and consolidation.

Section 501A.1102 - Merger of subsidiary.

Section 501A.1103 - Abandonment.

Section 501A.1104 - Conversion — amendment of organizational documents to be governed by this chapter.

Section 501A.1201 - Methods of dissolution.

Section 501A.1202 - Winding up.

Section 501A.1203 - Revocation of dissolution proceedings.

Section 501A.1204 - Statute of limitations.

Section 501A.1205 - Articles of dissolution.

Section 501A.1206 - Application for court-supervised voluntary dissolution.

Section 501A.1207 - Court-ordered remedies for dissolution.

Section 501A.1208 - Procedure in involuntary or court-supervised voluntary dissolution.

Section 501A.1209 - Receiver qualifications and powers.

Section 501A.1210 - Dissolution action by attorney general — administrative dissolution.

Section 501A.1211 - Filing claims in court-supervised dissolution proceedings.

Section 501A.1212 - Discontinuance of court-supervised dissolution proceedings.

Section 501A.1213 - Court-supervised dissolution order.

Section 501A.1214 - Filing court’s dissolution order.

Section 501A.1215 - Barring of claims.

Section 501A.1216 - Right to sue or defend after dissolution.