Text: SSB00173                          Text: SSB00175
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Senate Study Bill 174

Bill Text

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  4    No A membership or share of common stock shall ever not be
  1  5 issued to, or held by, any party not person unless the person
  1  6 is eligible to for membership in the association under its
  1  7 articles.  Individuals A person may be made eligible only if
  1  8 they are the person is engaged in producing products a product
  1  9 marketed by the association, or if they the person customarily
  1 10 consume consumes or use uses the supplies or commodities it
  1 11 that the association handles, or use the person uses the
  1 12 services it that the association renders.  Farm tenants, and
  1 13 landlords A farm tenant or landlord who receive receives a
  1 14 share of agricultural products as rent, may be made eligible
  1 15 to for membership in an agricultural associations association
  1 16 as producers a producer.  Other associations A cooperative
  1 17 association engaged in any directly or indirectly related
  1 18 activity may be made eligible to for membership.  Federated
  1 19 associations An association may be formed whose membership is
  1 20 restricted which 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 articles permit of
  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 payment therefor for the common stock or membership in
  1 30 cash and, 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 subscriptions A subscription may
  1 33 be forfeited as provided in section 499.32.  No stock Stock or
  1 34 a membership certificate shall not be issued until payment for
  1 35 the stock or membership certificate is fully paid for made.
  2  1 No A 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  6    Associations An 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 of not less than five directors, who.
  2 23    1A.  a.  A director must be members a member of the
  2 24 association or officers an officer or members a member of a
  2 25 member-association.  They A director shall be elected by the
  2 26 members as prescribed by the association's articles prescribe
  2 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 12 vacancies in if a vacancy occurs on the board shall, including
  3 13 a vacancy resulting from an increase in the number of
  3 14 directors, the vacancy may be filled by the remaining
  3 15 directors, the director thus selected to serve for the
  3 16 remainder 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 number of 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 qualifications and.
  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 of each a 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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