§ 501A.1007 — Member control agreements

Iowa § 501A.1007

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 501A: COOPERATIVE ASSOCIATIONS ACT

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1. Authorization. A written agreement among persons who are then members, including
a sole member, or who have signed subscription or contribution agreements, relating to the
control of any phase of the business and affairs of the cooperative, its liquidation, dissolution
and termination, or the relations among members or persons who have signed subscription
or contribution agreements is valid as provided in subsection 2. Other than the authorization
of nonpatron membership interests as provided in section 501A.901 and nonpatron voting
rightsasprovidedinsection501A.810, wheneverthischapterprovidesthataparticularresult
may or must be obtained through a provision in a cooperative’s articles or bylaws, the same
result can be accomplished through a member control agreement valid under this section or
through a procedure established by a member control agreement valid under this section.
However, the member control agreement must be authorized by the cooperative’s articles or
bylawsandcannotconflictwiththecooperative’sarticlesorbylaws. Anyresultaccomplished
through a membership control agreement under this section must be properly disclosed as
provided in section 501A.901.
2. Valid execution. Other than patron member voting control under section 501A.810
and patron member allocation and distribution provisions under sections 501A.1005 and
501A.1006, a written agreement among persons described in subsection 1 that relates to the
control of or the liquidation, dissolution, and termination of the cooperative, the relations
among them, or any phase of the business and affairs of the cooperative is valid if it meets
the requirements of this subsection. This includes but is not limited to the management of
its business, the declaration and payment of distributions, the sharing of profits and losses,
the election of directors, the employment of members by the cooperative, or the arbitration
of disputes. The written agreement must be signed by all persons who are then the members
of the cooperative, whether or not the members all have voting power, and all those who
have signed contribution agreements, regardless of whether those signatories will, when
members, have voting power.
3. Other agreements not affected. This section does not apply to, limit, or restrict
agreements otherwise valid, nor is the procedure set forth in this section the exclusive
method of agreement among members or between the members and the cooperative with
respect to any of the matters described.