499.47C - SALE OR OTHER DISPOSITION OF ASSETS IN EXCHANGE FOR COMMON STOCK.

        499.47C  SALE OR OTHER DISPOSITION OF ASSETS IN      EXCHANGE FOR COMMON STOCK.         In addition to the requirements of section 499.47B, in any case      where a cooperative association issues its common stock or      membership, or subscriptions for common stock or membership, or both,      as a part or all of the consideration for the sale, lease, exchange,      or other disposition of all, or substantially all, the property and      assets of another cooperative association, the issuance of such      common stock or membership, or subscriptions for common stock or      membership, or both, shall be authorized by the issuing cooperative      association in the following manner:         1.  The board of directors shall adopt a resolution recommending      the issuance of the common stock or membership, or subscriptions for      common stock or membership, or both, and directing the submission      thereof to a vote at a meeting of the membership, which may be either      an annual or special meeting.         2.  Written or printed notice shall be given to each member of      record entitled to vote at the meeting within the time and in the      manner provided in this chapter for the giving of notice of meetings      to members, and, whether the meeting be an annual or a special      meeting, shall state that the purpose, or one of the purposes of the      meeting, is to consider the proposed issuance of common stock or      membership, or subscriptions for common stock or membership, or both,      as consideration for all or a part of the property and assets of the      other cooperative association.         3.  At the meeting the membership may authorize the issuance and      may fix, or may authorize the board of directors to fix, any or all      of the terms and conditions thereof and the property and assets to be      received as consideration.  Such authorization shall be approved if a      majority of the voting members present vote in the affirmative.         4.  After such authorization by a vote of members, the board of      directors nevertheless, in its discretion, may abandon the issuance,      without further action or approval by the members.         If a cooperative association, in connection with its acquisition      of property or assets of another cooperative association, agrees to      solicit common stock or membership, or subscriptions for common stock      or membership to the members of the cooperative association selling      such property or assets, the agreement shall not itself constitute      the issuance of common stock or membership, or subscriptions for      common stock or membership as described in this section.  This      section shall not apply to a merger as defined in section 499.61.  
         Section History: Recent Form
         87 Acts, ch 88, § 3