Text: SF02214 Text: SF02216 Text: SF02200 - SF02299 Text: SF Index Bills and Amendments: General Index Bill History: General Index
PAG LIN 1 1 DIVISION I 1 2 Section 1. NEW SECTION. 504A.102 FARM AID ASSOCIATIONS 1 3 – TERMINATION AND ELECTION TO BE GOVERNED UNDER THE IOWA 1 4 NONPROFIT CORPORATION ACT. 1 5 1. TERMINATION. A corporation incorporated and governed 1 6 under chapter 176 as an association organized under chapter 1 7 176 prior to July 1, 2005, that is not governed as a 1 8 corporation under this chapter on or before June 30, 2005, as 1 9 provided in this section is terminated on July 1, 2005. 1 10 2. ELECTION PROCEDURE. A corporation incorporated and 1 11 governed under chapter 176 as an association organized under 1 12 chapter 176 prior to July 1, 2005, may elect to be governed as 1 13 a corporation under this chapter. The association governed 1 14 under chapter 176 shall be a corporation governed under this 1 15 chapter by complying with all of the following requirements: 1 16 a. The adoption of a resolution or resolutions at a 1 17 meeting of the board of directors upon receiving the vote of a 1 18 majority of the directors in office and of the members of the 1 19 association in the same manner as provided in section 504A.35. 1 20 The resolution or resolutions shall recite that the 1 21 association voluntarily elects to be governed as a corporation 1 22 under this chapter. The resolution must designate the address 1 23 of the association's initial registered office and the name of 1 24 the association's registered agent or agents at that office, 1 25 if any. 1 26 b. The adoption of articles of incorporation in compliance 1 27 with section 504A.29 at a meeting of the board of directors 1 28 upon receiving the vote of a majority of the directors in 1 29 office and of the members of the association in the same 1 30 manner as provided in section 504A.35. The articles of 1 31 incorporation may be a restatement, substitution, or amendment 1 32 of articles of incorporation adopted by the association 1 33 pursuant to section 176.3. The articles of incorporation may 1 34 be made part of the resolution or resolutions adopted by the 1 35 association pursuant to paragraph "a" of this subsection. 2 1 c. Upon the adoption of a resolution or resolutions and 2 2 articles of incorporation as provided in paragraphs "a" and 2 3 "b" of this subsection, the president or vice president and 2 4 secretary or an assistant secretary shall execute an 2 5 instrument of verification. The instrument of verification 2 6 shall certify all of the following: 2 7 (1) The association name as provided in the association's 2 8 articles of incorporation pursuant to section 176.3 and the 2 9 new corporation's corporate name, if different, as provided in 2 10 section 504A.6. 2 11 (2) An identification of each resolution adopted under 2 12 paragraph "a" of this subsection, including the date of each 2 13 resolution's adoption, and a recitation that each resolution 2 14 and the articles of incorporation for the new corporation are 2 15 filed with the office of secretary of state. 2 16 (3) The address of the new corporation's registered office 2 17 and the name of the new corporation's registered agent as 2 18 provided in section 504A.8. 2 19 d. All of the following shall be delivered to the office 2 20 of the secretary of state for filing and recording as provided 2 21 in section 504A.30: 2 22 (1) Each resolution adopted pursuant to paragraph "a" of 2 23 this subsection. 2 24 (2) The new corporation's articles of incorporation 2 25 adopted pursuant to paragraph "b" of this subsection. 2 26 (3) The instrument of verification that is executed 2 27 pursuant to paragraph "c" of this subsection. 2 28 3. CERTIFICATE OF INCORPORATION. Upon filing of the 2 29 resolution or resolutions, the articles of incorporation, and 2 30 the instrument of verification as provided in subsection 2, 2 31 the office of secretary of state shall issue a certificate of 2 32 incorporation and send the certificate to the corporation or 2 33 its representative as provided in section 504A.30. 2 34 4. LIABILITIES AND RIGHTS PRIOR TO THE ELECTION. An 2 35 association's election to be governed as a corporation under 3 1 this chapter does not affect any right accrued or established, 3 2 or any liability or penalty incurred, under the provisions of 3 3 chapter 176, prior to filing of the resolution or resolutions, 3 4 articles of incorporation, and instrument of verification by 3 5 the association as provided in subsection 2. 3 6 5. REPEAL. This section is repealed on July 1, 2005. 3 7 DIVISION II 3 8 CORRESPONDING CHANGES 3 9 Sec. 2. Section 159.6, subsection 8, Code 2001, is amended 3 10 to read as follows: 3 11 8. State aid received by certain associations as provided 3 12 in chapters176177 through 182, 186, and 352. 3 13 Sec. 3. Section 173.3, Code 2001, is amended to read as 3 14 follows: 3 15 173.3 CERTIFICATION OF STATE AID ASSOCIATIONS. 3 16 On or before November 15 of each year, the secretary of 3 17 agriculture shall certify to the secretary of the state fair 3 18 board the names of the various associations and societies 3 19 which have qualified for state aid under the provisions of 3 20 chapters176177 through 178, 181, 182, 186, and 352, and 3 21 which are entitled to representation in the convention as 3 22 provided in section 173.2. 3 23 Sec. 4. Section 331.602, subsection 13, Code 2001, is 3 24 amended by striking the subsection. 3 25 Sec. 5. Section 490.1701, subsection 2, Code 2001, is 3 26 amended to read as follows: 3 27 2. Unless otherwise provided, this chapter does not apply 3 28 to an entity subject to chapter 174,176,497, 498, 499, 499A, 3 29 524, 533, or 534 or a corporation organized on the mutual plan 3 30 under chapter 491, or a telephone company organized as a 3 31 corporation under chapter 491 qualifying pursuant to an 3 32 internal revenue service letter ruling under Internal Revenue 3 33 Code } 501(c)(12) as a nonprofit corporation entitled to 3 34 distribute profits in a manner similar to a chapter 499 3 35 corporation, unless such entity voluntarily elects to adopt 4 1 the provisions of this chapter and complies with the procedure 4 2 prescribed by subsection 3 of this section. 4 3 Sec. 6. Section 504A.100, subsection 1, Code 2001, is 4 4 amended to read as follows: 4 5 1. Except for this subsection, this chapter shall not 4 6 apply to or affect corporations subject to the provisions of 4 7chapters 176,chapter 497, 498, 499, or 512B. Such 4 8 corporations shall continue to be governed by all laws of this 4 9 state heretofore applicable thereto and as the same may 4 10 hereafter be amended. This chapter shall not be construed as 4 11 in derogation of or as a limitation on the powers to which 4 12 such corporations may be entitled. 4 13 Sec. 7. Chapter 176 is repealed. 4 14 DIVISION III 4 15 EFFECTIVE DATE 4 16 Sec. 8. EFFECTIVE DATE FOR DIVISION II. Division II of 4 17 this Act, amending sections 159.6, 173.3, 331.602, 490.1701, 4 18 and 504A.100, and repealing chapter 176, is effective on July 4 19 1, 2005. 4 20 EXPLANATION 4 21 This bill relates to farm aid associations organized as 4 22 special corporations under Code chapter 176 for purposes of 4 23 improving and advancing agriculture, domestic science, animal 4 24 husbandry, and horticulture. 4 25 The associations are organized as nonprofit corporations 4 26 within each county and their articles of incorporation are 4 27 filed and recorded with the county recorder. The bill 4 28 provides that a farm aid association is terminated on July 1, 4 29 2005, unless it elects to be organized under Code chapter 504A 4 30 ("Iowa nonprofit corporation Act") on or before June 30, 2005. 4 31 An entity organizing under Code chapter 504A must file 4 32 articles of incorporation and other documents such as a 4 33 biennial report with the office of secretary of state. 4 34 The bill provides a number of procedural requirements for 4 35 such election. These requirements include the adoption of a 5 1 resolution by the association and any amendments to its 5 2 articles of incorporation required to conform to Code chapter 5 3 504A, and the execution of an instrument of verification that 5 4 certifies that the association is becoming a Code chapter 504A 5 5 corporation. The bill provides for the filing of the 5 6 documents with the office of secretary of state. 5 7 The bill requires the office of secretary of state, upon 5 8 filing of the documents, to deliver a certificate of 5 9 incorporation to the corporation in the same manner as other 5 10 corporations filing under Code chapter 504A. 5 11 The bill also provides that the Act does not affect any 5 12 right accrued or established, or any liability or penalty 5 13 incurred, under the provisions of Code chapter 176, prior to 5 14 the filing of the necessary documents. 5 15 The bill makes a number of conforming amendments and 5 16 repeals Code chapter 176, all effective July 1, 2005. 5 17 LSB 6005XS 79 5 18 da/pj/5
Text: SF02214 Text: SF02216 Text: SF02200 - SF02299 Text: SF Index Bills and Amendments: General Index Bill History: General Index
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