Section 351.1129

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1129.  Property rights of cooperative. — 1.  A cooperative may, by resolution of the board and without first obtaining member approval, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient:

  (1)  Sell, lease, transfer, or otherwise dispose of its property and assets in the usual and regular course of its business;

  (2)  Sell, lease, transfer, or otherwise dispose of a portion but not all or substantially all of its property and assets not in the usual and regular course of its business;

  (3)  Sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets not in the usual and regular course of its business if:

  (a)  The cooperative has given written notice to the members of the impending or potential disposition prior to the disposition; and

  (b)  The board has determined that failure to proceed with the disposition would be adverse to the interests of the members and the cooperative;

  (4)  Grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business;

  (5)  Transfer any or all of its property to a business entity, all the ownership interests of which are owned by the cooperative; or

  (6)  For purposes of debt financing, transfer any or all of its property to a special purpose entity owned or controlled by the cooperative for an asset securitization.

  2.  Except as otherwise provided in the bylaws or in subdivision (3) of subsection 1 of this section, the board may sell, lease, transfer, or otherwise dispose of all or substantially all of the cooperative's property and assets, including its good will, not in the usual and regular course of its business, upon those terms and conditions and for those considerations which may be money, securities, or other instruments for the payment of money or other property when such action is approved by the members at a regular or special members' meeting in accordance with section 351.1111.  Written notice of the meeting shall be given to the members and shall state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the cooperative.

  3.  The transferee shall be liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by law.

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(L. 2011 S.B. 366)