501A.1007 - MEMBER CONTROL AGREEMENTS.

        501A.1007  MEMBER CONTROL AGREEMENTS.         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 rights as provided in section      501A.810, whenever this chapter provides that a particular result 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 bylaws and cannot conflict with the      cooperative's articles or bylaws.  Any result accomplished 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.  
         Section History: Recent Form
         2005 Acts, ch 135, §79