Text: HF02491 Text: HF02493 Text: HF02400 - HF02499 Text: HF Index Bills and Amendments: General Index Bill History: General Index
PAG LIN 1 1 HOUSE FILE 2492 1 2 1 3 AN ACT 1 4 RELATING TO FARM AID ASSOCIATIONS, BY PROVIDING FOR THE FUTURE 1 5 TERMINATION OF SUCH ASSOCIATIONS AND ELECTION PROCEDURES TO 1 6 BECOME GOVERNED UNDER THE IOWA NONPROFIT CORPORATION ACT, 1 7 AND PROVIDING AN EFFECTIVE DATE. 1 8 1 9 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA: 1 10 1 11 DIVISION I 1 12 Section 1. NEW SECTION. 504A.102 FARM AID ASSOCIATIONS 1 13 – TERMINATION AND ELECTION TO BE GOVERNED UNDER THE IOWA 1 14 NONPROFIT CORPORATION ACT. 1 15 1. TERMINATION. A corporation incorporated and governed 1 16 under chapter 176 as an association organized under chapter 1 17 176 prior to July 1, 2005, that is not governed as a 1 18 corporation under this chapter on or before June 30, 2005, as 1 19 provided in this section is terminated on July 1, 2005. 1 20 2. ELECTION PROCEDURE. A corporation incorporated and 1 21 governed under chapter 176 as an association organized under 1 22 chapter 176 prior to July 1, 2005, may elect to be governed as 1 23 a corporation under this chapter. The association governed 1 24 under chapter 176 shall be a corporation governed under this 1 25 chapter by complying with all of the following requirements: 1 26 a. The adoption of a resolution or resolutions at a 1 27 meeting of the board of directors upon receiving the vote of a 1 28 majority of the directors in office and of the members of the 1 29 association in the same manner as provided in section 504A.35. 1 30 The resolution or resolutions shall recite that the 1 31 association voluntarily elects to be governed as a corporation 1 32 under this chapter. The resolution must designate the address 1 33 of the association's initial registered office and the name of 1 34 the association's registered agent or agents at that office, 1 35 if any. 2 1 b. The adoption of articles of incorporation in compliance 2 2 with section 504A.29 at a meeting of the board of directors 2 3 upon receiving the vote of a majority of the directors in 2 4 office and of the members of the association in the same 2 5 manner as provided in section 504A.35. The articles of 2 6 incorporation may be a restatement, substitution, or amendment 2 7 of articles of incorporation adopted by the association 2 8 pursuant to section 176.3. The articles of incorporation may 2 9 be made part of the resolution or resolutions adopted by the 2 10 association pursuant to paragraph "a" of this subsection. 2 11 c. Upon the adoption of a resolution or resolutions and 2 12 articles of incorporation as provided in paragraphs "a" and 2 13 "b" of this subsection, the president or vice president and 2 14 secretary or an assistant secretary shall execute an 2 15 instrument of verification. The instrument of verification 2 16 shall certify all of the following: 2 17 (1) The association name as provided in the association's 2 18 articles of incorporation pursuant to section 176.3 and the 2 19 new corporation's corporate name, if different, as provided in 2 20 section 504A.6. 2 21 (2) An identification of each resolution adopted under 2 22 paragraph "a" of this subsection, including the date of each 2 23 resolution's adoption, and a recitation that each resolution 2 24 and the articles of incorporation for the new corporation are 2 25 filed with the office of secretary of state. 2 26 (3) The address of the new corporation's registered office 2 27 and the name of the new corporation's registered agent as 2 28 provided in section 504A.8. 2 29 d. All of the following shall be delivered to the office 2 30 of the secretary of state for filing and recording as provided 2 31 in section 504A.30: 2 32 (1) Each resolution adopted pursuant to paragraph "a" of 2 33 this subsection. 2 34 (2) The new corporation's articles of incorporation 2 35 adopted pursuant to paragraph "b" of this subsection. 3 1 (3) The instrument of verification that is executed 3 2 pursuant to paragraph "c" of this subsection. 3 3 3. CERTIFICATE OF INCORPORATION. Upon filing of the 3 4 resolution or resolutions, the articles of incorporation, and 3 5 the instrument of verification as provided in subsection 2, 3 6 the office of secretary of state shall issue a certificate of 3 7 incorporation and send the certificate to the corporation or 3 8 its representative as provided in section 504A.30. 3 9 4. LIABILITIES AND RIGHTS PRIOR TO THE ELECTION. An 3 10 association's election to be governed as a corporation under 3 11 this chapter does not affect any right accrued or established, 3 12 or any liability or penalty incurred, under the provisions of 3 13 chapter 176, prior to filing of the resolution or resolutions, 3 14 articles of incorporation, and instrument of verification by 3 15 the association as provided in subsection 2. 3 16 5. REPEAL. This section is repealed on July 1, 2005. 3 17 DIVISION II 3 18 CORRESPONDING CHANGES 3 19 Sec. 2. Section 159.6, subsection 8, Code 2001, is amended 3 20 to read as follows: 3 21 8. State aid received by certain associations as provided 3 22 in chapters176177 through 182, 186, and 352. 3 23 Sec. 3. Section 173.3, Code 2001, is amended to read as 3 24 follows: 3 25 173.3 CERTIFICATION OF STATE AID ASSOCIATIONS. 3 26 On or before November 15 of each year, the secretary of 3 27 agriculture shall certify to the secretary of the state fair 3 28 board the names of the various associations and societies 3 29 which have qualified for state aid under the provisions of 3 30 chapters176177 through 178, 181, 182, 186, and 352, and 3 31 which are entitled to representation in the convention as 3 32 provided in section 173.2. 3 33 Sec. 4. Section 331.602, subsection 13, Code 2001, is 3 34 amended by striking the subsection. 3 35 Sec. 5. Section 490.1701, subsection 2, Code 2001, is 4 1 amended to read as follows: 4 2 2. Unless otherwise provided, this chapter does not apply 4 3 to an entity subject to chapter 174,176,497, 498, 499, 499A, 4 4 524, 533, or 534 or a corporation organized on the mutual plan 4 5 under chapter 491, or a telephone company organized as a 4 6 corporation under chapter 491 qualifying pursuant to an 4 7 internal revenue service letter ruling under Internal Revenue 4 8 Code } 501(c)(12) as a nonprofit corporation entitled to 4 9 distribute profits in a manner similar to a chapter 499 4 10 corporation, unless such entity voluntarily elects to adopt 4 11 the provisions of this chapter and complies with the procedure 4 12 prescribed by subsection 3 of this section. 4 13 Sec. 6. Section 504A.100, subsection 1, Code 2001, is 4 14 amended to read as follows: 4 15 1. Except for this subsection, this chapter shall not 4 16 apply to or affect corporations subject to the provisions of 4 17chapters 176,chapter 497, 498, 499, or 512B. Such 4 18 corporations shall continue to be governed by all laws of this 4 19 state heretofore applicable thereto and as the same may 4 20 hereafter be amended. This chapter shall not be construed as 4 21 in derogation of or as a limitation on the powers to which 4 22 such corporations may be entitled. 4 23 Sec. 7. Chapter 176 is repealed. 4 24 DIVISION III 4 25 EFFECTIVE DATE 4 26 Sec. 8. EFFECTIVE DATE FOR DIVISION II. Division II of 4 27 this Act, amending sections 159.6, 173.3, 331.602, 490.1701, 4 28 and 504A.100, and repealing chapter 176, is effective on July 4 29 1, 2005. 4 30 4 31 4 32 4 33 BRENT SIEGRIST 4 34 Speaker of the House 4 35 5 1 5 2 5 3 MARY E. KRAMER 5 4 President of the Senate 5 5 5 6 I hereby certify that this bill originated in the House and 5 7 is known as House File 2492, Seventy-ninth General Assembly. 5 8 5 9 5 10 5 11 MARGARET THOMSON 5 12 Chief Clerk of the House 5 13 Approved , 2002 5 14 5 15 5 16 5 17 THOMAS J. VILSACK 5 18 Governor
Text: HF02491 Text: HF02493 Text: HF02400 - HF02499 Text: HF Index Bills and Amendments: General Index Bill History: General Index
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