Text: HSB00284 Text: HSB00286 Text: HSB00200 - HSB00299 Text: HSB Index Bills and Amendments: General Index Bill History: General Index
PAG LIN
1 1 Section 1. NEW SECTION. 499.43B EXISTING COOPERATIVES
1 2 ORGANIZED UNDER CHAPTER 490 or 491 – OPTION.
1 3 A cooperative association organized under chapter 490 or
1 4 491 may elect to be governed by and to comply with the
1 5 provisions of this chapter. The election shall be governed by
1 6 the following procedures:
1 7 1. The board of directors and shareholders must adopt a
1 8 resolution reciting that the cooperative association elects to
1 9 be governed by and to comply with this chapter. The
1 10 cooperative association, to the extent necessary, shall change
1 11 its name to comply with the provisions of this chapter. The
1 12 resolution shall be adopted according to the same procedures
1 13 as provided in section 499.41. Upon the adoption of the
1 14 resolution, the cooperative association shall execute an
1 15 instrument on forms prescribed by the secretary of state. The
1 16 instrument must be signed by the president and secretary and
1 17 verified by one of the officers signing the instrument. The
1 18 instrument shall include all of the following:
1 19 a. The name of the cooperative association, before and
1 20 after this election.
1 21 b. A description of each resolution adopted by the
1 22 cooperative association pursuant to this section, including
1 23 the date each resolution was adopted.
1 24 2. The instrument shall be filed with the secretary of
1 25 state. The cooperative association shall amend its articles
1 26 of incorporation pursuant to section 499.41 to comply with the
1 27 provisions of this chapter. The secretary of state shall not
1 28 file the instrument unless the cooperative association is in
1 29 compliance with the provisions of the chapter in which it was
1 30 organized at the time of filing. A cooperative association
1 31 shall file a biennial report which is due pursuant to section
1 32 499.49. Upon filing the instrument with the secretary, all of
1 33 the following shall apply:
1 34 a. The cooperative association shall be deemed to be
1 35 organized under this chapter and the provisions of this
2 1 chapter shall apply to the cooperative association.
2 2 b. The secretary of state shall issue a certificate to the
2 3 cooperative association acknowledging that it is deemed to be
2 4 organized under this chapter.
2 5 3. The application of this chapter to the cooperative
2 6 association does not affect a right accrued or established, or
2 7 liability or penalty incurred pursuant to the chapter in which
2 8 the cooperative association was formally organized, prior to
2 9 the filing of the instrument with the secretary of state.
2 10 EXPLANATION
2 11 This bill provides procedures for a cooperative association
2 12 organized under Code chapter 490 or 491 to be organized under
2 13 Code chapter 499 (a process commonly referred to as
2 14 conversion). Code chapter 490 and its successor Code chapter
2 15 491 provide generally for regulations regarding the
2 16 organization and administration of business corporations.
2 17 Code chapter 499 provides other provisions for the
2 18 organization and administration of cooperative associations.
2 19 Generally, an entity is organized on a cooperative basis if it
2 20 is organized for the purpose of providing economic services to
2 21 its members, but without gain to itself, and whose members own
2 22 and control the entity in a manner similar to the way in which
2 23 shareholders own and control a corporation. The provisions of
2 24 this bill are modeled on provisions which allow cooperative
2 25 associations organized under Code chapter 498 to convert to
2 26 governance under Code chapter 499.
2 27 Under the bill, the entity's board of directors and
2 28 shareholders must adopt a resolution providing that the
2 29 cooperative association elects to be governed by and to comply
2 30 with Code chapter 499. Upon the adoption of the resolution,
2 31 the cooperative association must execute an instrument which
2 32 is filed with the secretary of state. The cooperative
2 33 association must amend its articles of incorporation and
2 34 bylaws to comply with Code chapter 499. The bill provides
2 35 that the conversion does not affect a right accrued or
3 1 established, or liability or penalty incurred prior to
3 2 conversion.
3 3 LSB 3036HC 80
3 4 da/cl/14
Text: HSB00284 Text: HSB00286 Text: HSB00200 - HSB00299 Text: HSB Index Bills and Amendments: General Index Bill History: General Index
© 2003 Cornell College and League of Women Voters of Iowa
Comments about this site or page?
webmaster@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 12 02:30:38 CST 2003
URL: /DOCS/GA/80GA/Legislation/HSB/00200/HSB00285/030311.html
jhf