House Journal: Page 870: Tuesday, March 19, 2002
19 corporation, a qualified merger becomes effective upon
20 the filing of the articles of merger with the
21 secretary of state pursuant to section 490.1105
22 490.1106 or the date stated in the articles, whichever
23 is later.
24 7. A foreign cooperative association may
25 participate in a qualified merger as provided in this
26 section, if the foreign cooperative association
27 complies with the requirements for a cooperative
28 association under this section and the requirements
29 for a foreign cooperative association under section
30 499.69. A foreign corporation may participate in a
31 qualified merger as provided in this section if it
32 complies with the requirements of a qualified
33 corporation under this section and the requirements
34 for a foreign corporation under section 490.1107
35 490.1102.
36 Sec. . Section 508B.2, unnumbered paragraph 2,
37 Code 2001, is amended to read as follows:
38 A plan of conversion may provide that a mutual
39 company may convert into a domestic stock company,
40 convert and merge, or convert and consolidate with a
41 domestic stock company, as provided in chapter 490 or
42 491, whichever is applicable. However, the mutual
43 company is not required to comply with sections
44 491.102 through 491.105 or sections 490.1101 490.1102
45 and 490.1103 490.1104 relating to approval of merger
46 or consolidation plans by boards of directors and
47 shareholders, if at the time of approval of the plan
48 of conversion the board of directors approves the
49 merger or consolidation and if at the time of approval
50 of the plan by policyholders as provided in section
Page 7
1 508B.6, the policyholders approve the merger or
2 consolidation. This chapter supersedes any
3 conflicting provisions of chapters 521 and 521A. A
4 mutual company may convert, merge, or consolidate as
5 part of a plan of conversion in which a majority or
6 all of the common shares of the stock company are
7 acquired by another corporation, which may be a
8 corporation organized for that purpose, or in which
9 the new stock company consolidates with a stock
10 company to form another stock company.
11 Sec. . Section 504A.4, subsection 14, Code
12 2001, is amended to read as follows:
13 14. A corporation operating under this chapter may
14 indemnify any present or former director, officer,
15 employee, member, or volunteer in the manner and in
16 the instances authorized in sections 490.850 through
17 490.858 490.859.
© 2002 Cornell College and
League of Women Voters of Iowa
Comments about this site or page?
hjourn@legis.iowa.gov.
Please remember that the person listed above does not vote on bills. Direct all comments concerning legislation to State Legislators.
Last update: Wed Mar 20 09:25:00 CST 2002
URL: /DOCS/GA/79GA/Session.2/HJournal/00800/00870.html
jhf