Iowa Code 501.601 – Existing associations
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1. As used in this section:
a. “Dissenting member” means a voting member who votes in opposition to the plan of conversion and who makes a demand for payment as provided in this section not later than the deadline for members to vote to approve the plan of conversion.
b. “Issue price” means the amount paid for an interest in the association or the value stated in a notice of allocation of patronage refunds.
Terms Used In Iowa Code 501.601
- Articles: means the cooperative's articles of association. See Iowa Code 501.101
- Board: means the cooperative's board of directors. See Iowa Code 501.101
- Cooperative: means a cooperative association organized under this chapter or converted to this chapter pursuant to section 501. See Iowa Code 501.101
- Dissenting member: means a voting member who votes in opposition to the plan of merger or consolidation and who makes a demand for payment of the fair value under section 501. See Iowa Code 501.611
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Interest: means a voting interest or other interest in a cooperative as described in the cooperative's articles of association. See Iowa Code 501.101
- Issue price: means the amount paid for an interest in the old cooperative or the amount stated in a notice of allocation of patronage distributions. See Iowa Code 501.611
- Member: means a person who owns a voting interest in a cooperative. See Iowa Code 501.101
- year: means twelve consecutive months. See Iowa Code 4.1
2. An association organized under chapter 497, 498, or 499 may adopt this chapter pursuant to the following procedures:
a. The board must adopt a plan of conversion that specifies the changes in the articles to comply with this chapter, the effect of the conversion on the association’s outstanding members’ equity, and the option or options available to the equity holders who do not want to continue their investment in the association.
b. The members must approve the plan of conversion by a vote of two-thirds of the votes cast in which vote a majority of all votes are cast.
3. a. The cooperative shall redeem all of the members’ equity held by dissenting members at its issue price within one year after the conversion to this chapter is effective.
b. An equity holder who is not a voting member shall have the same rights as a dissenting member if the equity holder makes a demand for payment pursuant to paragraph “a” not later than the deadline for members to vote to approve the plan of conversion.
c. The association shall notify all equity holders of their rights pursuant to paragraph “a” at the same time the association notifies the members of the member meeting to vote on the plan of conversion.