Senate File 2378 - Enrolled

PAG LIN



  1  1                                             SENATE FILE 2378
  1  2
  1  3                             AN ACT
  1  4 PROVIDING FOR THE CONVERSION OF COOPERATIVE ASSOCIATIONS, AND
  1  5    PROVIDING FOR AN EFFECTIVE DATE.
  1  6
  1  7 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
  1  8
  1  9    Section 1.  Section 499.43A, Code 2005, is amended to read
  1 10 as follows:
  1 11    499.43A  EXISTING COOPERATIVES ORGANIZED UNDER CHAPTER 497
  1 12 OR 498 == CONVERSION OPTION.
  1 13    1.  As used in this section, "cooperative association"
  1 14 means any of the following:
  1 15    a.  An association organized under chapter 497, regardless
  1 16 of whether it is referred to as an "association", "company",
  1 17 "corporation", "exchange", "society", or "union" as provided
  1 18 in that chapter.
  1 19    b.  A cooperative association organized under chapter 498,
  1 20 regardless of whether it is referred to as an "association",
  1 21 "exchange", "society", or "union" as provided in that chapter.
  1 22    2.  A cooperative association organized under chapter 498
  1 23 may elect to be governed by and to comply with the provisions
  1 24 of this chapter.  The election shall be governed by the
  1 25 following procedures:
  1 26    1.  a.  The board of directors and members must adopt a
  1 27 resolution reciting that the cooperative association elects to
  1 28 be governed by and to comply with this chapter.  The
  1 29 cooperative association, to the extent necessary, shall change
  1 30 its name to comply with the provisions of this chapter.  The
  1 31 resolution shall be adopted according to the same procedures
  1 32 as provided in section 499.41.  Upon the adoption of the
  1 33 resolution, the cooperative association shall execute an
  1 34 instrument on forms prescribed by the secretary of state.  The
  1 35 instrument must be signed by the president and secretary and
  2  1 verified by one of the officers signing the instrument.  The
  2  2 instrument shall include all of the following:
  2  3    a.  (1)  The name of the cooperative association, before
  2  4 and after this election.
  2  5    b.  (2)  A description of each resolution adopted by the
  2  6 cooperative association pursuant to this section, including
  2  7 the date each resolution was adopted.
  2  8    2.  b.  The instrument shall be filed with the secretary of
  2  9 state.  The cooperative association shall amend its articles
  2 10 of incorporation pursuant to section 499.41 to comply with the
  2 11 provisions of this chapter.  The secretary of state shall not
  2 12 file the instrument unless the cooperative association
  2 13 organized under chapter 497 is in compliance with the
  2 14 provisions of chapter 497 at the time of filing.  The
  2 15 secretary of state shall not file the instrument unless the
  2 16 cooperative association organized under chapter 498 is in
  2 17 compliance with the provisions of chapter 498 at the time of
  2 18 filing.  A cooperative association shall file a biennial
  2 19 report which is due pursuant to section 499.49.
  2 20    3.  Upon filing the instrument with the secretary as
  2 21 required in this section, all of the following shall apply:
  2 22    a.  The cooperative association shall be deemed to be
  2 23 organized under this chapter and the provisions of this
  2 24 chapter shall apply to the cooperative association.
  2 25    b.  The secretary of state shall issue a certificate to the
  2 26 cooperative association acknowledging that it is deemed to be
  2 27 organized under this chapter.
  2 28    3.  4.  The application of this chapter to the cooperative
  2 29 association does not affect any of the following:
  2 30    a.  For a cooperative association organized under chapter
  2 31 497, a right accrued or established, or liability or penalty
  2 32 incurred, pursuant to chapter 497 prior to the filing of the
  2 33 instrument with the secretary of state as required in this
  2 34 section.
  2 35    b.  For a cooperative association organized under chapter
  3  1 498, a right accrued or established, or liability or penalty
  3  2 incurred, pursuant to chapter 498, prior to the filing of the
  3  3 instrument with the secretary of state as required in this
  3  4 section.
  3  5    Sec. 2.  Section 499.43, Code 2005, is repealed.
  3  6    Sec. 3.  EFFECTIVE DATE.  This Act, being deemed of
  3  7 immediate importance, takes effect upon enactment.
  3  8
  3  9
  3 10                                                             
  3 11                               JEFFREY M. LAMBERTI
  3 12                               President of the Senate
  3 13
  3 14
  3 15                                                             
  3 16                               CHRISTOPHER C. RANTS
  3 17                               Speaker of the House
  3 18
  3 19    I hereby certify that this bill originated in the Senate and
  3 20 is known as Senate File 2378, Eighty=first General Assembly.
  3 21
  3 22
  3 23                                                             
  3 24                               MICHAEL E. MARSHALL
  3 25                               Secretary of the Senate
  3 26 Approved                , 2006
  3 27
  3 28
  3 29                                
  3 30 THOMAS J. VILSACK
  3 31 Governor