Iowa Code 501.805 – Effect of dissolution
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1. A dissolved cooperative continues its existence but shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including any of the following:
a. Collecting its assets.
b. Disposing of its properties that will not be distributed in kind in accordance with this chapter and the cooperative’s articles of association.
c. Discharging or making provision for discharging its liabilities.
d. Distributing its remaining property in accordance with this chapter and the cooperative’s articles of association.
e. Doing every other act necessary to wind up and liquidate its business and affairs.
Terms Used In Iowa Code 501.805
- Articles: means the cooperative's articles of association. See Iowa Code 501.101
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- property: includes personal and real property. See Iowa Code 4.1
- Quorum: The number of legislators that must be present to do business.
2. Dissolution of a cooperative does not do any of the following:
a. Transfer title to the cooperative’s property.
b. Prevent transfer of its interests, although the authorization to dissolve may provide for closing the cooperative’s interest transfer records.
c. Subject its directors or officers to standards of conduct different from those prescribed in section 501.406.
d. Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws.
e. Prevent commencement of a proceeding by or against the cooperative in its name.
f. Abate or suspend a proceeding pending by or against the cooperative on the effective date of dissolution.
g. Terminate the authority of the registered agent of the cooperative.