ORGANIZATION

Iowa Code tit. XII, ch. 501A, subch. V

in effect

Iowa Code § 501A.501 Organizational purpose.

501A.501. Organizational purpose. A cooperative may be formed and organized for any lawful purpose for the benefit of its members, including but not limited to any of the following purposes: 1. To store or market agricultural commodities, including crops and livestock. 2. To market, process, or otherwise change the form or marketability of agricultural commodities. The cooperative may provide for the manufacturing or processing of those commodities into products. 3. To accomplish other purposes that are necessary or convenient to facilitate the production or marketing of agricultural commodities or agricultural products by patron members, other patrons, and other persons, and for other purposes that are related to the business of the cooperative. 4. To provide products, supplies, and services to its patron members, other patrons, and others. 5. For any other purpose that a cooperative is authorized by law under chapter 499 or 501. 2005 Acts, ch 135, §25

Iowa Code § 501A.502 Organizers.

501A.502. Organizers. 1. Qualification. A cooperative may be organized by one or more organizers who shall be adult natural persons, and who may act for themselves as individuals or as the agents of other entities. The organizers forming the cooperative need not be members of the cooperative. 2. Role of organizers. If the first board of directors is not named in the articles of organization, the organizers may elect the first board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until directors are elected or until a contribution is accepted, whichever occurs first. 3. Meeting or written action. a. After the filing of articles of organization, the organizers or the directors named in the articles of organization shall either hold an organizational meeting at the call of a majority of the organizers or of the directors named in the articles, or take written action for the purposes of transacting business and taking actions necessary or appropriate to complete the organization of the cooperative, including but not limited to all of the following: (1) Amending the articles. (2) Electing directors. (3) Adopting bylaws. (4) Authorizing or ratifying the purchase, lease, or other acquisition of suitable space, furniture, furnishings, supplies, or materials. (5) Adopting a fiscal year. (6) Contracting to receive and accept contributions. (7) Making appropriate tax elections. b. If a meeting is held, the person or persons calling the meeting shall give at least three days’ notice of the meeting to each organizer or director named, stating the date, time, and place of the meeting. Organizers and directors may waive notice of an organizational meeting in the same manner that a director may waive notice of meetings of the board. 2005 Acts, ch 135, §26; 2012 Acts, ch 1023, §157

Iowa Code § 501A.503 Articles of organization.

501A.503. Articles of organization. 1. Requirements. a. The articles of organization for the cooperative shall include all of the following: (1) The name of the cooperative. (2) The purpose of the cooperative. (3) The name and address of each organizer. (4) The period of duration for the cooperative, if the duration is not to be perpetual. (5) The street address of the cooperative’s initial registered office and the name of its registered agent at that office. b. The articles may contain any other lawful provision. 2. Effect of filing. When the articles of organization or an application for a certificate of authority has been filed pursuant to subchapter II and the required fee has been paid to the secretary under section 501A.205, all of the following shall be presumed: a. All conditions precedent that are required to be performed by the organizers have been complied with. b. The organization of the cooperative has been organized under the laws of this state as a separate legal entity. c. The secretary will issue an acknowledgment to the cooperative. 2005 Acts, ch 135, §27; 2006 Acts, ch 1030, §53

Iowa Code § 501A.504 Amendment of articles.

501A.504. Amendment of articles. 1. Procedure. a. The articles of organization of a cooperative shall be amended only as follows: (1) The board, by majority vote, must pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached ballot, if the board has provided for a mail ballot in the resolution, shall be mailed or otherwise distributed with a regular or special meeting notice to each member. If the board authorizes an alternative voting method, the text of the proposed amendment and explanation of how to cast a vote using the alternative voting method shall be distributed with the regular or special meeting notice to each member. The notice shall designate the time and place of the meeting for the proposed amendment to be considered and voted on. (2) If a quorum of the members is registered as being present or represented at the meeting, the proposed amendment is adopted if any of the following occurs: (a) If approved by a majority of the votes cast. (b) For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the amendment is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied. b. After an amendment has been adopted by the members, the amendment must be signed by the chairperson, vice chairperson, records officer, or assistant records officer and a copy of the amendment filed in the office of the secretary. 2. Certified statement. a. The board shall prepare a certified statement affirming that all of the following are true: (1) The vote and meeting of the board adopting a resolution of the proposed amendment. (2) The notice given to members of the meeting at which the amendment was adopted. (3) The quorum registered at the meeting. (4) The vote cast adopting the amendment. b. The certified statement shall be signed by the chairperson, vice chairperson, records officer, or financial officer and filed with the records of the cooperative. 3. Amendment by directors. A majority of directors may amend the articles if the cooperative does not have any members with voting rights. 4. Filing. An amendment of the articles shall be filed with the secretary as required in section 501A.201. The amendment is effective as provided in subchapter II. After an amendment to the articles of organization has been adopted and approved in the manner required by this chapter and by the articles of organization, the cooperative shall deliver to the secretary of state for filing articles of amendment which shall set forth all of the following: a. The name of the cooperative. b. The text of each amendment adopted. c. The date of each amendment’s adoption. d. (1) If the amendment was adopted by the directors, a statement that the amendment was duly adopted in the manner required by this chapter and by the articles of organization and that members’ adoption was not required. (2) If an amendment required adoption by the members, a statement that the amendment was duly adopted by the members in the manner required by this chapter and by the articles of organization. 2005 Acts, ch 135, §28; 2006 Acts, ch 1010, §128; 2011 Acts, ch 23, §17, 18; 2012 Acts, ch 1021, §96

Iowa Code § 501A.505 Existence.

501A.505. Existence. 1. Commencement. The existence of a cooperative shall commence on or after the filing of articles of organization as provided in section 501A.503. 2. Duration. A cooperative shall have a perpetual duration unless the cooperative provides for a limited period of duration in the articles or the cooperative is dissolved as provided in subchapter XII. 2005 Acts, ch 135, §29

Iowa Code § 501A.506 Bylaws.

501A.506. Bylaws. 1. Required. A cooperative shall have bylaws governing the cooperative’s business affairs, structure, the qualifications, classification, rights and obligations of members, and the classifications, allocations, and distributions of membership interests, which are not otherwise provided in the articles or by this chapter. 2. Contents. a. If not stated in the articles, a cooperative’s bylaws must state all of the following: (1) The purpose of the cooperative. (2) The capital structure of the cooperative to the extent not stated in the articles, including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each class of member interests, the rights to share in profits or distributions of the cooperative, and the authority to issue membership interests, which may be designated to be determined by the board. (3) A provision designating the voting and governance rights, to the extent not stated in the articles, including which membership interests have voting power and any limitations or restrictions on the voting power, which shall be in accordance with the provisions of this chapter. (4) A statement that patron membership interests with voting power shall be restricted to one vote for each member regardless of the amount of patron membership interests held in the affairs of the cooperative or a statement describing the allocation of voting power allocated as prescribed in this chapter. (5) A statement that membership interests held by a member are transferable only with the approval of the board or as provided in the bylaws. (6) If nonpatron membership interests are authorized, all of the following: (a) A statement as to how profits and losses will be allocated and cash will be distributed between patron membership interests collectively and nonpatron membership interests collectively to the extent not stated in the articles. (b) A statement that net income allocated to a patron membership interest as determined by the board in excess of dividends and additions to reserves shall be distributed on the basis of patronage. (c) A statement that the records of the cooperative shall include patron membership interests and, if authorized, nonpatron membership interests, which may be further described in the bylaws of any classes and in the reserves. b. The bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that are not inconsistent with law or the articles, and shall include all of the following: (1) The number of directors and the qualifications, manner of election, powers, duties, and compensation, if any, of directors. (2) The qualifications of members and any limitations on their number. (3) The manner of admission, withdrawal, suspension, and expulsion of members. (4) Generally, the governance rights, financial rights, assignability of governance and financial rights, and other rights, privileges, and obligations of members and their membership interests, which may be further described in member control agreements. (5) Any provisions required by the articles to be in the bylaws. 3. Adoption. a. Bylaws shall be adopted before any distributions to members, but if the articles or bylaws provide that rights of contributors to a class of membership interest will be determined in the bylaws, the bylaws must be adopted before the acceptance of any contributions to that class. b. Subject to subsections 4, 5, and 6, the bylaws of a cooperative may be adopted or amended by the directors, or the members may adopt or amend bylaws at a regular or special members’ meeting if all of the following apply: (1) The notice of the regular or special meeting contains a statement that the bylaws or restated bylaws will be voted upon and copies are included with the notice, or copies are available upon request from the cooperative and a summary statement of the proposed bylaws or amendment is included with the notice. (2) A quorum is registered as being present or represented by mail or alternative voting method if the mail or alternative voting method is authorized by the board. (3) The bylaws or amendment is approved by a majority vote cast, or for a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the bylaws or amendment is approved by a proportion of the vote cast or a number of the total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied. c. Until the next annual or special members’ meeting, the majority of directors may adopt and amend bylaws for the cooperative that are consistent with subsections 4, 5, and 6, which may be further amended or repealed by the members at an annual or special members’ meeting. 4. Amendment of bylaws by board or members. a. The board may amend the bylaws at any time to add, change, or delete a provision, unless any of the following applies: (1) This chapter, the articles, or the bylaws reserve the power exclusively to the members in whole or in part. (2) A particular bylaw expressly prohibits the board from doing so. b. Any amendment of the bylaws adopted by the board must be distributed to the members no later than ten days after adoption and the notice of the annual meeting of the members must contain a notice and summary or the actual amendments to the bylaws adopted by the board. c. The members may amend the bylaws even though the bylaws may also be amended by the board. 5. Bylaw changing quorum or voting requirement for members. a. (1) The members may amend the bylaws to fix a greater quorum or voting requirement for members, or voting groups of members, than is required under this chapter. (2) An amendment to the bylaws to add, change, or delete a greater quorum or voting requirement for members shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. b. A bylaw that fixes a greater quorum or voting requirement for members under paragraph “a” shall not be adopted and shall not be amended by the board. 6. Bylaw changing quorum or voting requirement for directors. a. A bylaw that fixes a greater quorum or voting requirement for the board may be amended by any of the following methods: (1) If adopted by the members, only by the members. (2) If adopted by the board, either by the members or by the board. b. A bylaw adopted or amended by the members that fixes a greater quorum or voting requirement for the board may provide that the bylaw may be amended only by a specified vote of either the members or the board, but if the bylaw is to be amended by a specified vote of the members, the bylaw must be adopted by the same specified vote of the members. c. Action by the board under paragraph “a”, subparagraph (2), to adopt or amend a bylaw that changes the quorum or voting requirement for the board shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. 7. Emergency bylaws. a. Unless otherwise provided in the articles or bylaws, the board may adopt bylaws to be effective only in an emergency as defined in paragraph “d”. The emergency bylaws, which are subject to amendment or repeal by the members, may include all provisions necessary for managing the cooperative during the emergency, including any of the following: (1) Procedures for calling a meeting of the board. (2) Quorum requirements for the meeting. (3) Designation of additional or substitute directors. b. All provisions of the regular bylaws consistent with the emergency bylaws shall remain in effect during the emergency. The emergency bylaws shall not be effective after the emergency ends. c. All of the following shall apply to action taken in good faith in accordance with the emergency bylaws: (1) The action binds the cooperative. (2) The action shall not be the basis for imposition of liability on any director, officer, employee, or agent of the cooperative on the grounds that the action was not authorized cooperative action. d. An emergency exists for the purposes of this section, if a quorum of the directors cannot readily be obtained because of some catastrophic event. 2005 Acts, ch 135, §30 Member control agreements, see §501A.1007 Emergency powers, see §501A.602

Iowa Code § 501A.507 Cooperative records.

501A.507. Cooperative records. 1. Permanent records required to be kept. A cooperative shall keep as permanent records minutes of all meetings of its members and of the board, a record of all actions taken by the members or the board without a meeting by a written unanimous consent in lieu of a meeting, and a record of all waivers of notices of meetings of the members and of the board. 2. Accounting records. A cooperative shall maintain appropriate accounting records. 3. Format. A cooperative shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. 4. Copies. A cooperative shall keep a copy of each of the following records at its principal office: a. Its articles and other governing instruments. b. Its bylaws or other similar instruments. c. A record of the names and addresses of its members, in a form that allows preparation of an alphabetical list of members with each member’s address. d. The minutes of members’ meetings, and records of all actions taken by members without a meeting by unanimous written consent in lieu of a meeting, for the past three years. e. All written communications within the past three years to members as a group or to any class of members as a group. f. A list of the names and business addresses of its current board members and officers. g. All financial statements prepared for periods ending during the last fiscal year. 5. Policy. Except as otherwise limited by this chapter, the board of a cooperative shall have discretion to determine what records are appropriate for the purposes of the cooperative, the length of time records are to be retained, and policies relating to the confidentiality, disclosure, inspection, and copying of the records of the cooperative. 2005 Acts, ch 135, §31

Source: Iowa Legislature (legis.iowa.gov)URL: https://www.legis.iowa.gov/law/iowaCode/sections?codeChapter=501A&year=2026Fetched: 10/20/2026