Text: SSB00173 Text: SSB00175 Text: SSB00100 - SSB00199 Text: SSB Index Bills and Amendments: General Index Bill History: General Index
PAG LIN 1 1 Section 1. Section 499.13, Code 1997, is amended to read 1 2 as follows: 1 3 499.13 MEMBERSHIP – ELIGIBILITY. 1 4NoA membership or share of common stock shallevernot be 1 5 issued to, or held by, anyparty notperson unless the person 1 6 is eligibletofor membership in the association under its 1 7 articles.IndividualsA person may bemadeeligible only if 1 8they arethe person is engaged in producingproductsa product 1 9 marketed by the association,or if theythe person customarily 1 10consumeconsumes oruseuses the supplies or commoditiesit1 11 that the association handles, orusethe person uses the 1 12 servicesitthat the association renders.Farm tenants, and1 13landlordsA farm tenant or landlord whoreceivereceives a 1 14 share of agricultural products as rent,may bemadeeligible 1 15tofor membership in an agriculturalassociationsassociation 1 16 asproducersa producer.Other associationsA cooperative 1 17 association engaged in any directly or indirectly related 1 18 activity may bemadeeligibletofor membership.Federated1 19associationsAn association may be formedwhose membership is1 20restrictedwhich includes among its members cooperative 1 21 associations or restricts its membership to cooperative 1 22 associations. 1 23 Sec. 2. Section 499.16, Code 1997, is amended to read as 1 24 follows: 1 25 499.16 SUBSCRIPTIONS – ISSUING CERTIFICATES. 1 26 If permitted by the association's articlespermitof 1 27 incorporation, any eligible subscriber for common stock or 1 28 membership may vote and be treated as a member, after making 1 29 part paymentthereforfor the common stock or membership in 1 30 cashand, giving the subscriber's note for the balance, and 1 31 satisfying any other requirement for the subscription as set 1 32 forth in the articles.Such subscriptionsA subscription may 1 33 be forfeited as provided in section 499.32.No stockStock or 1 34 a membership certificate shall not be issued until payment for 1 35 the stock or membership certificate is fullypaid formade. 2 1NoA subscriber shall not hold office until the subscriber's 2 2 certificate has been issued. 2 3 Sec. 3. Section 499.22, Code 1997, is amended to read as 2 4 follows: 2 5 499.22 CAPITAL STOCK. 2 6AssociationsAn association with capital stock may divide 2 7 the shares into common and preferred stock. Par value stock 2 8 shall not be issued for less than par. The general 2 9 corporation laws shall govern the consideration for which no- 2 10 par stock is issued. If the articles so provide, common stock 2 11 may be issued in two classes, voting and nonvoting. Voting 2 12 stock shall be issued to all agricultural producers and 2 13 nonvoting stock to all other members. Voting stock or 2 14 nonvoting stock may be issued to a cooperative association as 2 15 provided in the cooperative association's articles of 2 16 incorporation. Nonvoting stock shall have all privileges of 2 17 membership except the right to vote. Preferred stock held by 2 18 nonmembers shall not exceed in amount that held by members. 2 19 Sec. 4. Section 499.36, subsections 1 and 2, Code 1997, 2 20 are amended to read as follows: 2 21 1. The affairs of each association shall be managed by a 2 22 board ofnot less than fivedirectors, who. 2 23 1A. a. A director must bemembersa member of the 2 24 association orofficersan officer ormembersa member of a 2 25 member-association.TheyA director shall be elected by the 2 26 members as prescribed by the association's articlesprescribe2 27 of incorporation. 2 28 b. At least five directors shall serve on the 2 29 association's board. The number of directors shall be 2 30 established in accordance with the association's articles of 2 31 incorporation or bylaws. If a board has the power to fix or 2 32 change the number of directors, the board may increase or 2 33 decrease by thirty percent or less the number of directors 2 34 last approved by the members. Only the members may increase 2 35 or decrease by more than thirty percent the number of 3 1 directors last approved by the members. 3 2 c. The articles of incorporation may establish a variable 3 3 range for the size of the board by fixing a minimum and 3 4 maximum number of directors. If a variable range is 3 5 established, the number of directors may be fixed or changed 3 6 from time to time, within the minimum and maximum number, by 3 7 the members or the board. After shares are issued, only the 3 8 members may change the range for the size of the board, change 3 9 from a fixed to a variable-range-size board, or change from a 3 10 variable-size to a fixed-size board. 3 11 2. a. Unless the articles or bylaws otherwise provide, 3 12vacancies inif a vacancy occurs on the boardshall, including 3 13 a vacancy resulting from an increase in the number of 3 14 directors, the vacancy may be filled bythe remaining3 15directors, the director thus selected to serve for the3 16remainder of the vacant term.any of the following: 3 17 (1) The shareholders. 3 18 (2) The board. 3 19 (3) If the directors remaining in office constitute fewer 3 20 than a quorum of the board, the directors may fill the vacancy 3 21 by the affirmative vote of all the directors remaining in 3 22 office. 3 23 b. A vacancy that will occur at a specific later date, by 3 24 reason of a resignation effective at a later date, may be 3 25 filled before the vacancy occurs. The new director shall not 3 26 take office until the vacancy occurs. 3 27 Sec. 5. Section 499.40, subsection 5, Code 1997, is 3 28 amended to read as follows: 3 29 5. The following information regarding the directors: 3 30 a. Their numberof directors, their. 3 31 b. Whether there is a fixed number or a variable range as 3 32 provided in section 499.36. If a variable range is 3 33 established, the information shall include the minimum and 3 34 maximum number. 3 35 c. Their qualificationsand. 4 1 d. Their terms of office, and how. 4 2 e. How they shall be chosen and removed from office. 4 3 Sec. 6. Section 499.44, Code 1997, is amended by adding 4 4 the following new subsection: 4 5 NEW SUBSECTION. 3A. A document required to be filed with 4 6 the secretary of state pursuant to this chapter is effective 4 7 at the later of the following times: 4 8 a. The time of filing on the date it is filed, as 4 9 evidenced by the secretary of state's date and time 4 10 endorsement on the original document. 4 11 b. The delayed effective time and date specified in the 4 12 document. If a delayed effective date but no time is 4 13 specified in the document, the document is effective at the 4 14 close of business on that date. A delayed effective date for 4 15 a document shall not be later than the ninetieth day after the 4 16 date it is filed. 4 17 Sec. 7. Section 499.64, unnumbered paragraph 1, Code 1997, 4 18 is amended to read as follows: 4 19 The board of directors ofeacha cooperative association, 4 20 upon approving a plan of merger or consolidation, shall, by 4 21 motion or resolution, direct that the plan be submitted to a 4 22 vote at a meeting of members, which may be either an annual or 4 23 special meeting. Written notice shall be given not less than 4 24 twenty days prior to the meeting, either personally or by mail 4 25 to each voting member and shareholder of record. The notice 4 26 shall state the time, place, and purpose of the meeting, and a 4 27 summary of the plan of merger or consolidation shall be 4 28 included in or enclosed with the notice. 4 29 EXPLANATION 4 30 Code chapter 499 governs the organization and regulation of 4 31 cooperative associations. This bill amends a number of 4 32 provisions in the chapter, including the following: 4 33 Code section 499.13 provides for membership eligibility. 4 34 The bill amends a provision which allows associations to 4 35 become members of other associations, including federated 5 1 associations. The bill changes this provision by providing 5 2 that a cooperative association may be a member of an 5 3 association and that an association may be formed which 5 4 includes among its members cooperative associations. 5 5 Code section 499.16 provides requirements for subscribers 5 6 purchasing common stock or membership interest in an 5 7 association. The bill provides that the subscriber must 5 8 satisfy any requirement set forth in the association's 5 9 articles of incorporation in order to be eligible to make the 5 10 purchase. 5 11 Code section 499.22 provides for an association's capital 5 12 stock requirements. The bill amends this section by providing 5 13 that voting stock or nonvoting stock may be issued to a 5 14 cooperative association as provided in the cooperative 5 15 association's articles of incorporation. 5 16 Code section 499.36 provides for an association's board of 5 17 directors. The bill contains provisions similar to provisions 5 18 contained in Code chapter 490 providing for the organization 5 19 and regulation of corporations. The bill authorizes a board 5 20 of directors to increase or decrease the number of directors 5 21 sitting on the board but not by more than 30 percent of the 5 22 number last approved by the membership. The bill provides 5 23 that the articles of incorporation may establish a variable 5 24 range for the size of the board, with membership changing 5 25 within limits set in the articles. The bill provides that, 5 26 after shares are issued, only the membership may change the 5 27 range for the size of the board, change from a fixed to a 5 28 variable-range-size board, or change from a variable-size to a 5 29 fixed-size board. The bill amends provisions relating to 5 30 vacancies by providing that a vacancy may be filled by the 5 31 shareholders, the board, or the unanimous vote of board 5 32 members constituting less than a quorum. The bill also 5 33 provides for filling vacancies occurring at a future time 5 34 because of a resignation. 5 35 Code section 499.40 relates to information required to be 6 1 included in an association's articles of incorporation. The 6 2 bill provides that information regarding the board of 6 3 directors must include whether there is a fixed number or a 6 4 variable range and the minimum and maximum numbers that the 6 5 board may have. 6 6 Code section 499.44 relates to the execution and filing of 6 7 documents. The bill provides that a document required to be 6 8 filed with the secretary of state under the chapter becomes 6 9 effective at the time of filing or the delayed effective date 6 10 specified in the document. 6 11 Code section 499.64 provides for voting by members and 6 12 shareholders on a plan of merger or consolidation. The bill 6 13 provides that notice of a meeting for the vote must be 6 14 delivered to voting members and shareholders rather than all 6 15 members and shareholders. 6 16 LSB 2023SC 77 6 17 da/jw/5
Text: SSB00173 Text: SSB00175 Text: SSB00100 - SSB00199 Text: SSB Index Bills and Amendments: General Index Bill History: General Index
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