§ 501A.711 — Committees

Iowa § 501A.711

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

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1. Generally. A resolution approved by the affirmative vote of a majority of the board
may establish committees having the authority of the board in the management of the
business of the cooperative only to the extent provided in the resolution. Committees may
include a special litigation committee consisting of one or more independent directors
or other independent persons to consider legal rights or remedies of the cooperative and
whether those rights and remedies should be pursued. Committees other than special
litigation committees are subject at all times to the direction and control of the board.
2. Membership. Committee members must be natural persons. Unless the articles or
bylaws provide for a different membership or manner of appointment, a committee consists
ofoneormorepersons, whoneednotbedirectors, appointedbyaffirmativevoteofamajority
of the directors present.
3. Procedure. The procedures for meetings of the board apply to committees and
members of committees to the same extent as those sections apply to the board and
individual directors.
4. Minutes. Minutes, if any, of committee meetings must be made available upon request
to members of the committee and to any director.
5. Standard of conduct. The establishment of, delegation of authority to, and action by
a committee does not alone constitute compliance by a director with the standard of conduct
set forth in section 501A.712.
6. Committee members considered directors. Committee members are considered to be
directors for purposes of sections 501A.712, 501A.713, and 501A.715.