1.

 Construction and application.

 This section shall be construed and applied to all of the following:

 a. To facilitate remote communication consistent with other applicable law.
 b. To be consistent with reasonable practices concerning remote communication and with the continued expansion of those practices.
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Terms Used In Iowa Code 501A.807

  • Address: means mailing address, including a zip code. See Iowa Code 501A.102
  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • 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
  • Cooperative: means a business association organized under this chapter. See Iowa Code 501A.102
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • 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
  • Fraud: Intentional deception resulting in injury to another.
  • Member: means a person or entity reflected on the books of a cooperative as the owner of governance rights of a membership interest of the cooperative and includes patron and nonpatron members. 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
  • Quorum: The number of legislators that must be present to do business.
  • Secretary: means the secretary of state. See Iowa Code 501A.102
 2.

 Members’ meetings held solely by means of remote communication.

 To the extent authorized in the articles, a member control agreement, the bylaws, or a board resolution, and determined by the board, a regular or special meeting of members may be held solely by any combination of means of remote communication through which the members may participate in the meeting, if notice of the meeting is given to every owner of membership interests entitled to vote as would be required by this chapter for a meeting, and if the membership interests held by the members participating in the meeting would be sufficient to constitute a quorum at a meeting. Participation by a member by that means constitutes presence at the meeting in person or by proxy if all the other requirements of this chapter for the meeting are met.

 3.

 Participation in members’ meetings by means of remote communication.

 To the extent authorized in the articles, the bylaws, or a board resolution, and determined by the board, a member not physically present in person or by proxy at a regular or special meeting of members may, by means of remote communication, participate in a meeting of members held at a designated place. Participation by a member by that means constitutes presence at the meeting in person or by proxy if all the other requirements of this chapter for the meeting are met.

 4.

 Requirements for meetings held solely by means of remote communication and for participation by means of remote communication.

 In any meeting of members held solely by means of remote communication under subsection 2 or in any meeting of members held at a designated place in which one or more members participate by means of remote communication under subsection 3, all of the following shall apply:

 a. The cooperative shall implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a member.
 b. The cooperative shall implement reasonable measures to provide each member participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to do all of the following:

 (1) Read or hear the proceedings of the meeting substantially concurrently with those proceedings.
 (2) If allowed by the procedures governing the meeting, have the member’s remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks.
 (3) If otherwise entitled, vote on matters submitted to the members.
 5.

 Notice to members.
 a. Any notice to members given by the cooperative under any provision of this chapter, the articles, or the bylaws by a form of electronic communication consented to by the member to whom the notice is given is effective when given. The notice is deemed given upon any of the following:

 (1) If by facsimile communication, when directed to a telephone number at which the member has consented to receive notice.
 (2) If by electronic mail, when directed to an electronic mail address at which the member has consented to receive notice.
 (3) If by a posting on an electronic network on which the member has consented to receive notice, together with separate notice to the member of the specific posting, upon the later of any of the following:

 (a) The posting.
 (b) The giving of the separate notice.
 (4) If by any other form of electronic communication by which the member has consented to receive notice, when directed to the member.
 b. An affidavit of the secretary, other authorized officer, or authorized agent of the cooperative that the notice has been given by a form of electronic communication is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit.
 c. Consent by a member to notice given by electronic communication may be given in writing or by authenticated electronic communication. The cooperative is entitled to rely on any consent so given until revoked by the member, provided that no revocation affects the validity of any notice given before receipt by the cooperative of revocation of the consent.
 6.

 Revocation.

 Any ballot, vote, authorization, or consent submitted by electronic communication under this chapter may be revoked by the member submitting the ballot, vote, authorization, or consent so long as the revocation is received by a director or the chief executive officer of the cooperative at or before the meeting or before an action without a meeting is effective.

 7.

 Waiver.

 Waiver of notice by a member of a meeting by means of authenticated electronic communication may be given in the manner provided for the regular or special meeting. Participation in a meeting by means of remote communication described in subsections 2 and 3 is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item cannot lawfully be considered at the meeting and does not participate in the consideration of the item at that meeting.

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