Iowa Code 501A.1103 – Abandonment
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1.
Abandonment by members of plan.
After a plan of merger has been approved by the members entitled to vote on the approval of the plan and before the effective date of the plan, the plan may be abandoned by the same vote that approved the plan.
Terms Used In Iowa Code 501A.1103
- Articles: means the articles of organization of a cooperative as originally filed or subsequently amended as provided in this chapter. See Iowa Code 501A.102
- Board: means the board of directors of a cooperative. See Iowa Code 501A.102
- Business entity: means a person organized under statute or common law in this state or another jurisdiction for purposes of engaging in a commercial activity on a profit, cooperative, or not-for-profit basis, including but not limited to a corporation or entity taxed as a corporation under the Internal Revenue Code, nonprofit corporation, cooperative or cooperative association, partnership, limited partnership, limited liability company, limited liability partnership, investment company, joint stock company, joint stock association, or trust, including but not limited to a business trust. See Iowa Code 501A.102
- Contract: A legal written agreement that becomes binding when signed.
- Cooperative: means a business association organized under this chapter. See Iowa Code 501A.102
- Domestic business entity: means a business entity organized under the laws of this state, including but not limited to a limited liability company as defined in section 489. See Iowa Code 501A.102
- Domestic cooperative: means a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, 499A, or 501. See Iowa Code 501A.102
- 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
- Foreign business entity: means a business entity that is not a domestic business entity. See Iowa Code 501A.102
- person: means individual, corporation, limited liability company, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, or any other legal entity. See Iowa Code 4.1
- Secretary: means the secretary of state. See Iowa Code 501A.102
- state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the said district and territories. See Iowa Code 4.1
2.
Abandonment of merger.
a. A merger may be abandoned upon any of the following:
(1) The members of each of the constituent domestic cooperatives entitled to vote on the approval of the plan have approved the abandonment at a meeting by the affirmative vote of the holders of a majority of the voting power of the membership interests entitled to vote.
(2) The abandonment is approved in such manner as may be required by a foreign business entity under the laws of the state under which the foreign business entity is organized.
(3) The members of a constituent domestic cooperative are not entitled to vote on the approval of the plan, and the board of the constituent domestic cooperative has approved the abandonment by the affirmative vote of a majority of the directors present.
(4) The plan provides for abandonment and all conditions for abandonment set forth in the plan are met.
(5) The plan is abandoned before the effective date of the plan by a resolution of the board of any constituent domestic cooperative abandoning the plan of merger approved by the affirmative vote of a majority of the directors present, subject to the contract rights of any other person under the plan. If a plan of merger is with a domestic business entity or foreign business entity, the plan of merger may be abandoned before the effective date of the plan by a resolution of the foreign business entity adopted according to the laws of the state under which the foreign business entity is organized, subject to the contract rights of any other person under the plan.
b. If articles of merger have been filed with the secretary, but have not yet become effective, the constituent organizations, in the case of abandonment under paragraph “a”, subparagraphs (1) through (4), the constituent organizations or any one of them, in the case of abandonment under paragraph “a”, subparagraph (5), or the abandoning organization in the case of abandonment under paragraph “a”, subparagraph (6), shall file with the secretary articles of abandonment that include all of the following:
(1) The names of the constituent organizations.
(2) The provisions of this section under which the plan is abandoned.
(3) If the plan is abandoned under paragraph “a”, subparagraph (6), the text of the resolution abandoning the plan.