501A.1104 - CONVERSION -- AMENDMENT OF ORGANIZATIONAL DOCUMENTS TO BE GOVERNED BY THIS CHAPTER.

        501A.1104  CONVERSION -- AMENDMENT OF ORGANIZATIONAL      DOCUMENTS TO BE GOVERNED BY THIS CHAPTER.         1.  Authority.         a.  A traditional cooperative may convert to a cooperative and      become subject to this chapter by amending its organizational      documents to conform to the requirements of this chapter.         b.  A traditional cooperative becoming a converted cooperative      must provide its members with a disclosure statement of the rights      and obligations of the members and the capital structure of the      cooperative before becoming subject to this chapter.  A traditional      cooperative, upon distribution of the disclosure required in this      subsection and approval of its members as necessary for amending its      articles under the respective chapter of its organization, may amend      its articles to comply with this chapter.         c.  A traditional cooperative becoming a converted cooperative      must prepare a certificate stating all of the following:         (1)  The date on which the traditional cooperative was first      organized.         (2)  The name of the traditional cooperative and, if the name is      changed, the name of the cooperative becoming converted.         (3)  The future effective date and time, which must be a date and      time certain, that the traditional cooperative will be governed by      this chapter, if the effective date and time is not to be the date      and time of filing.         d.  Upon filing with the secretary of the articles for      compliance with this chapter and the certificate required under      paragraph "c", a traditional cooperative is converted and      governed by this chapter unless a later date and time is specified in      the certificate under paragraph "c".         e.  In connection with a conversion under which a traditional      cooperative becomes governed by this chapter, the rights, securities,      or interests of the traditional cooperative as provided in chapter      497, 498, 499, or 501 may be exchanged or converted into rights,      property, securities, or interests in the converted cooperative.         2.  Effect of being governed by this chapter.  The conversion      of a traditional cooperative to a cooperative governed by this      chapter does not affect any obligations or liabilities of the      cooperative before the conversion or the personal liability of any      person incurred before the conversion.         a.  When the conversion is effective, the rights, privileges,      and powers of the cooperative, real and personal property of the      cooperative, debts due to the cooperative, and causes of action      belonging to the traditional cooperative remain vested in the      converted cooperative and are the property of the converted      cooperative and governed by this chapter.  Title to real property      vested by deed or otherwise in the traditional cooperative does not      revert and is not impaired by reason of the cooperative being      converted and governed by this chapter.         b.  Rights of creditors and liens upon property of the      traditional cooperative are preserved unimpaired, and debts,      liabilities, and duties of the traditional cooperative remain      attached to the converted cooperative and may be enforced against the      converted cooperative to the same extent as if the debts,      liabilities, and duties had originally been incurred or contracted by      the cooperative as organized under this chapter.         c.  The rights, privileges, powers, and interests in property      of the traditional cooperative as well as the debts, liabilities, and      duties of the traditional cooperative are not deemed, as a      consequence of the conversion, to have been transferred for any      purpose by the laws of this state.  
         Section History: Recent Form
         2005 Acts, ch 135, §84; 2006 Acts, ch 1010, §133