10.9 - PROCEDURE FOR ACQUISITION -- REVERSE REFERENDUM -- DISSENT.
10.9 PROCEDURE FOR ACQUISITION -- REVERSE REFERENDUM
-- DISSENT.
A farmers cooperative association shall not acquire an interest in
agricultural land or in a farmers entity, unless all of the following
apply:
1. The board of directors of the farmers cooperative association
adopts a resolution authorizing the acquisition. Except as provided
in this section, the resolution shall become effective thirty-one
days from the date that the resolution was adopted. The farmers
cooperative association is not required to comply with the procedures
of this section for as long as the resolution remains in effect. The
resolution shall contain all of the following:
a. A declaration stating that the farmers cooperative
association reserves the right to acquire agricultural land or an
interest in a farmers entity under this chapter.
b. A description of a planned acquisition, if any, including
the location of agricultural land planned to be acquired, the
identity of any farmers entity in which the farmers cooperative
association plans to acquire an interest, and the nature of any
farming operation which is planned to occur on land acquired by the
farmers cooperative association or conducted by the farmers entity.
c. The date that the resolution was adopted and the date that
it will take effect.
2. Within five days following the date that the resolution
authorizing the farmers cooperative association to acquire an
interest in agricultural land or acquire an interest in a farmers
entity is adopted, the farmers cooperative association must provide
notice of the resolution as provided in this section. The notice
shall be in the following form:
NOTICE MEMBERS OF THE (INSERT NAME OF THE FARMERS COOPERATIVE
ASSOCIATION)
THE (INSERT NAME OF THE FARMERS COOPERATIVE ASSOCIATION) IS
PLANNING ON ACQUIRING AN INTEREST IN AGRICULTURAL LAND WHICH MAY BE
USED FOR FARMING OR ACQUIRING AN INTEREST IN A BUSINESS THAT OWNS
AGRICULTURAL LAND THAT MAY BE USED FOR FARMING. UNDER IOWA CODE
CHAPTER 10, THE (INSERT NAME OF THE FARMERS COOPERATIVE ASSOCIATION)
IS A FARMERS COOPERATIVE ASSOCIATION. WITHIN A LIMITED TIME PERIOD:
(1) VOTING MEMBERS MAY PETITION A FARMERS COOPERATIVE ASSOCIATION TO
REQUIRE A MEMBERSHIP VOTE TO APPROVE THE ACQUISITION; AND (2) ALL
HOLDERS OF MEMBERS' EQUITY MAY DEMAND PAYMENT OF THE FAIR VALUE OF
THEIR INTERESTS.
a. The notice must be published in a newspaper having a
general circulation in the county where the farmers cooperative
association is located as provided in section 618.3. The notice
shall be printed as provided in section 618.17.
b. The notice shall be delivered to all holders of members'
equity in the farmers cooperative association, including members and
shareholders, by mailing the notice to the holder's last known
address as shown on the books of the farmers cooperative association.
The notice shall be accompanied by a copy of the resolution adopted
by the board pursuant to this section, and a copy of this section.
3. Within thirty days following the date that the resolution
authorizing the farmers cooperative association to acquire an
interest in agricultural land or acquire an interest in a farmers
entity is adopted, at least twenty percent of the voting members of
the farmers cooperative association may file a petition with the
board of directors demanding a referendum under this subsection.
a. If a valid petition is filed, the board of directors shall
call a special referendum of voting members at a regular or special
meeting, as provided in section 499.27. The filing of the petition
suspends the effectiveness of the resolution until a referendum is
conducted as provided in this subsection.
b. The resolution shall not become effective as otherwise
provided in this section, until the resolution is approved by a
majority vote of the voting members of the farmers cooperative
association casting ballots at the meeting to conduct the referendum.
4. a. Within thirty days following the date that the
resolution authorizing the farmers cooperative association to acquire
an interest in agricultural land or acquire an interest in a farmers
entity is adopted, a holder of members' equity, including a member or
shareholder, may dissent to an acquisition as expressed in the
resolution adopted by the board of directors under this section.
b. The holder of members' equity shall dissent by filing a
demand with the board of directors. The farmers cooperative
association shall pay the holder the fair value of that holder's
interest as if the holder were a member dissenting to a merger or
consolidation, as provided in section 499.66, upon surrender of the
holder's evidence of equity in the farmers cooperative association,
including a certificate of membership or shares.
c. The farmers cooperative association is not required to pay
the holder of members' equity the fair value of that holder's
interest as provided in this subsection, if the resolution provided
for in this section does not become effective. Section History: Recent Form
98 Acts, ch 1110, §109, 301