Bill Text: IA SF442 | 2011-2012 | 84th General Assembly | Introduced
Bill Title: A bill for an act providing for voting methods which may be utilized by members of cooperative associations. (Formerly SF 257.)
Spectrum: Committee Bill
Status: (Introduced - Dead) 2011-12-31 - END OF 2011 ACTIONS [SF442 Detail]
Download: Iowa-2011-SF442-Introduced.html
Senate
File
442
-
Introduced
SENATE
FILE
442
BY
COMMITTEE
ON
AGRICULTURE
(SUCCESSOR
TO
SF
257)
(COMPANION
TO
HF
348
BY
DRAKE)
A
BILL
FOR
An
Act
providing
for
voting
methods
which
may
be
utilized
by
1
members
of
cooperative
associations.
2
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
3
TLSB
1978SV
(2)
84
da/nh
S.F.
442
Section
1.
Section
499.2,
Code
2011,
is
amended
by
adding
1
the
following
new
unnumbered
paragraph:
2
NEW
UNNUMBERED
PARAGRAPH
.
“Alternative
voting
method”
means
3
a
method
of
voting
other
than
a
written
ballot,
including
4
voting
by
electronic,
telephonic,
internet,
or
other
means
that
5
reasonably
allows
members
the
opportunity
to
vote.
6
Sec.
2.
Section
499.29,
Code
2011,
is
amended
to
read
as
7
follows:
8
499.29
Manner
of
voting.
9
Votes
A
vote
shall
not
be
cast
in
person,
and
not
by
proxy.
10
The
vote
of
a
member-association
shall
be
cast
only
by
its
11
representative
duly
authorized
in
writing.
If
the
articles
12
or
bylaws
permit,
a
A
member
may
cast
that
member’s
vote
,
in
13
advance
of
the
meeting
,
by
mail
ballot
or,
if
the
association’s
14
articles
or
bylaws
permit,
by
an
alternative
voting
method
15
upon
any
proposition
of
which
the
member
has
been
previously
16
notified
in
writing.
17
Sec.
3.
Section
499.41,
unnumbered
paragraph
1,
Code
2011,
18
is
amended
to
read
as
follows:
19
Notwithstanding
the
provisions
of
the
articles
of
20
incorporation
of
any
association
pertaining
to
amendment
21
thereto
now
in
effect,
any
association
may
amend
its
articles
22
of
incorporation
by
a
vote
of
sixty-six
and
two-thirds
percent
23
of
the
members
present,
or
represented
voting
by
mailed
24
ballots
ballot
or
alternative
voting
method
,
and
having
voting
25
privileges,
at
any
annual
meeting
or
any
special
meeting
called
26
for
that
purpose,
provided
that
at
least
ten
days
before
said
27
annual
meeting
or
special
meeting
a
copy
of
the
proposed
28
amendment
or
summary
thereof
be
sent
to
all
members
having
29
voting
rights;
or
said
articles
of
incorporation
may
be
amended
30
in
accordance
with
the
amendment
requirements
contained
in
31
the
articles
or
bylaws
of
said
association
that
are
adopted
32
subsequent
to
July
4,
1963,
or
are
in
effect
on
or
after
July
4,
33
1964,
provided
said
amendment
requirements
in
the
articles
or
34
bylaws
are
not
less
than
established
in
this
section
.
35
-1-
LSB
1978SV
(2)
84
da/nh
1/
9
S.F.
442
Sec.
4.
Section
499.47B,
subsection
3,
paragraph
a,
Code
1
2011,
is
amended
to
read
as
follows:
2
a.
Except
as
provided
in
paragraph
“b”
,
the
sale,
lease,
3
exchange,
or
other
disposition
must
be
approved
by
a
two-thirds
4
vote
of
the
members
on
a
ballot
in
which
a
majority
of
all
5
voting
members
participate.
6
Sec.
5.
Section
499.47B,
subsection
3,
paragraph
b,
7
subparagraph
(1),
Code
2011,
is
amended
to
read
as
follows:
8
(1)
If
the
cooperative
association’s
articles
of
9
incorporation
require
approval
by
more
than
two-thirds
of
its
10
members
on
a
ballot
in
which
a
majority
of
all
voting
members
11
participate,
the
sale,
lease,
exchange,
or
other
disposition
12
must
be
approved
by
the
greater
number
as
provided
in
the
13
articles
of
incorporation.
14
Sec.
6.
Section
499.64,
subsections
2
and
3,
Code
2011,
are
15
amended
to
read
as
follows:
16
2.
At
the
meeting,
a
ballot
vote
of
the
members
who
are
17
entitled
to
vote
in
the
affairs
of
the
association
shall
be
18
taken
on
the
proposed
plan
of
merger
or
consolidation.
The
19
plan
of
merger
or
consolidation
shall
be
approved
as
follows:
20
a.
Except
as
provided
in
paragraph
“b”
,
the
proposed
plan
of
21
merger
or
consolidation
must
be
approved
by
a
two-thirds
vote
22
of
the
members
on
a
ballot
in
which
a
majority
of
all
voting
23
members
participate.
24
b.
(1)
If
the
cooperative
association’s
articles
of
25
incorporation
require
approval
by
more
than
two-thirds
of
its
26
members
on
a
ballot
in
which
a
majority
of
all
voting
members
27
participate,
the
proposed
plan
of
merger
or
consolidation
must
28
be
approved
by
the
greater
number
as
provided
in
the
articles
29
of
incorporation.
30
(2)
If
the
board
of
directors
adopts
additional
conditions
31
for
the
approval
of
the
plan
of
merger
or
consolidation
as
32
provided
in
subsection
1
,
the
additional
conditions
must
be
33
satisfied
in
order
for
the
plan
of
merger
or
consolidation
to
34
be
approved.
35
-2-
LSB
1978SV
(2)
84
da/nh
2/
9
S.F.
442
3.
Voting
by
members
may
be
by
mail
ballot
notwithstanding
1
any
contrary
provision
in
the
articles
of
incorporation
or
2
bylaws.
3
Sec.
7.
Section
501.101,
Code
2011,
is
amended
by
adding
the
4
following
new
subsection:
5
NEW
SUBSECTION
.
01.
“Alternative
voting
method”
means
6
a
method
of
voting
other
than
a
written
ballot,
including
7
voting
by
electronic,
telephonic,
internet,
or
other
means
that
8
reasonably
allow
members
the
opportunity
to
vote.
9
Sec.
8.
Section
501.203,
subsection
4,
Code
2011,
is
amended
10
to
read
as
follows:
11
4.
If
the
board
does
not
recommend
the
amendment
or
12
restatement
to
the
members,
then
the
amendment
or
restatement
13
must
be
adopted
by
the
members
by
a
vote
of
two-thirds
of
the
14
votes
cast
on
a
ballot
in
which
a
majority
of
all
votes
are
15
cast.
16
Sec.
9.
Section
501.204,
Code
2011,
is
amended
to
read
as
17
follows:
18
501.204
Bylaws.
19
The
board
may
adopt
or
amend
the
cooperative’s
bylaws
by
a
20
vote
of
three-fourths
of
the
board.
The
members
may
adopt
or
21
amend
the
cooperative’s
bylaws
by
a
vote
of
three-fourths
of
22
the
votes
cast
on
a
ballot
in
which
a
majority
of
all
votes
are
23
cast.
A
bylaw
provision
adopted
by
the
members
shall
not
be
24
amended
or
repealed
by
the
directors.
25
Sec.
10.
Section
501.303,
subsection
2,
Code
2011,
is
26
amended
to
read
as
follows:
27
2.
A
member
may
vote
at
a
member
meeting
in
person
or
by
28
signed
absentee
mail
ballot
that
specifies
the
issue
and
the
29
member’s
vote
on
that
issue.
If
the
board
makes
available
an
30
absentee
a
ballot
form,
then
that
form
must
be
used
to
cast
an
31
absentee
a
mail
ballot
on
that
issue.
If
the
cooperative’s
32
articles
or
bylaws
permit
it,
a
member
may
cast
a
vote
by
33
an
alternative
voting
method.
The
cooperative
shall
take
34
reasonable
measures
to
authenticate
that
a
vote
is
cast
by
a
35
-3-
LSB
1978SV
(2)
84
da/nh
3/
9
S.F.
442
member
eligible
to
cast
that
vote.
1
Sec.
11.
Section
501.601,
subsection
1,
paragraph
a,
Code
2
2011,
is
amended
to
read
as
follows:
3
a.
“Dissenting
member”
means
a
voting
member
who
votes
in
4
opposition
to
the
plan
of
conversion
and
who
makes
a
demand
for
5
payment
as
provided
in
this
section
not
later
than
the
deadline
6
for
members
to
cast
ballots
on
the
vote
to
approve
the
plan
of
7
conversion.
8
Sec.
12.
Section
501.601,
subsection
2,
paragraph
b,
Code
9
2011,
is
amended
to
read
as
follows:
10
b.
The
members
must
approve
the
plan
of
conversion
by
the
11
vote
of
two-thirds
of
the
votes
cast
on
a
ballot
in
which
a
12
majority
of
all
votes
are
cast.
13
Sec.
13.
Section
501.601,
subsection
3,
paragraph
b,
Code
14
2011,
is
amended
to
read
as
follows:
15
b.
An
equity
holder
who
is
not
a
voting
member
shall
have
16
the
same
rights
as
a
dissenting
member
if
the
equity
holder
17
makes
a
demand
for
payment
pursuant
to
paragraph
“a”
not
later
18
than
the
deadline
for
members
to
cast
ballots
on
the
vote
to
19
approve
the
plan
of
conversion.
20
Sec.
14.
Section
501.603,
subsection
2,
Code
2011,
is
21
amended
to
read
as
follows:
22
2.
A
cooperative
may
sell,
lease,
exchange,
or
otherwise
23
dispose
of
all,
or
substantially
all,
of
its
property,
with
24
or
without
the
goodwill,
on
the
terms
and
conditions
and
for
25
the
consideration
determined
by
the
board,
which
consideration
26
may
include
the
interests
of
another
cooperative,
if
the
board
27
recommends
the
proposed
transaction
to
the
members,
and
the
28
members
approve
it
by
the
vote
of
two-thirds
of
the
votes
cast
29
on
a
ballot
in
which
a
majority
of
all
votes
are
cast.
The
30
board
may
condition
its
submission
of
the
proposed
transaction
31
on
any
basis.
32
Sec.
15.
Section
501.614,
subsection
2,
Code
2011,
is
33
amended
to
read
as
follows:
34
2.
At
the
meeting,
a
ballot
vote
of
the
members
who
are
35
-4-
LSB
1978SV
(2)
84
da/nh
4/
9
S.F.
442
entitled
to
vote
in
the
affairs
of
the
association
shall
be
1
taken
on
the
proposed
plan
of
merger
or
consolidation.
The
2
plan
of
merger
or
consolidation
shall
be
approved
if
two-thirds
3
of
the
members
vote
affirmatively
on
a
ballot
in
which
a
4
majority
of
all
voting
members
participate.
Voting
may
be
5
by
mail
ballot
notwithstanding
any
contrary
provision
in
the
6
articles
of
association
or
bylaws.
7
Sec.
16.
Section
501A.102,
subsection
2,
Code
2011,
is
8
amended
to
read
as
follows:
9
2.
“Alternative
ballot
voting
method
”
means
a
method
of
10
voting
for
a
candidate
or
issue
prescribed
by
the
board
in
11
advance
of
the
vote,
and
may
include
other
than
a
written
12
ballot,
including
voting
by
electronic,
telephonic,
internet,
13
or
other
means
that
reasonably
allow
allows
members
the
14
opportunity
to
vote.
15
Sec.
17.
Section
501A.504,
subsection
1,
paragraph
a,
16
subparagraph
(1),
Code
2011,
is
amended
to
read
as
follows:
17
(1)
The
board,
by
majority
vote,
must
pass
a
resolution
18
stating
the
text
of
the
proposed
amendment.
The
text
of
the
19
proposed
amendment
and
an
attached
mail
or
alternative
ballot,
20
if
the
board
has
provided
for
a
mail
or
alternative
ballot
in
21
the
resolution
or
alternative
method
approved
by
the
board
22
and
stated
in
the
resolution
,
shall
be
mailed
or
otherwise
23
distributed
with
a
regular
or
special
meeting
notice
to
each
24
member.
If
the
board
authorizes
an
alternative
voting
method,
25
the
text
of
the
proposed
amendment
and
explanation
of
how
26
to
cast
a
vote
using
the
alternative
voting
method
shall
be
27
distributed
with
the
regular
or
special
meeting
notice
to
each
28
member.
The
notice
shall
designate
the
time
and
place
of
the
29
meeting
for
the
proposed
amendment
to
be
considered
and
voted
30
on.
31
Sec.
18.
Section
501A.504,
subsection
1,
paragraph
a,
32
subparagraph
(2),
unnumbered
paragraph
1,
Code
2011,
is
amended
33
to
read
as
follows:
34
If
a
quorum
of
the
members
is
registered
as
being
present
or
35
-5-
LSB
1978SV
(2)
84
da/nh
5/
9
S.F.
442
represented
by
alternative
vote
at
the
meeting,
the
proposed
1
amendment
is
adopted
if
any
of
the
following
occurs:
2
Sec.
19.
Section
501A.703,
subsection
5,
Code
2011,
is
3
amended
to
read
as
follows:
4
5.
Vote
by
mail
ballot
or
alternative
ballot
voting
5
method
.
The
following
shall
apply
to
voting
by
mail
ballot
or
6
alternative
ballot
voting
voting
method
:
7
a.
A
member
shall
not
vote
for
a
director
other
than
8
by
being
present
at
a
meeting
,
or
by
mail
ballot
,
or
by
9
alternative
ballot
voting
method,
as
authorized
by
the
board.
10
b.
The
ballot
shall
be
in
a
form
prescribed
by
the
board.
11
c.
The
member
shall
mark
the
ballot
for
the
candidate
12
chosen
and
mail
the
ballot
to
the
cooperative
in
a
sealed
plain
13
envelope
inside
another
envelope
bearing
the
member’s
name,
or
14
the
member
shall
vote
by
designating
the
candidate
chosen
by
15
an
alternative
ballot
voting
method
in
the
manner
prescribed
16
by
the
board.
17
d.
If
the
ballot
of
the
member
is
received
by
the
18
cooperative
on
or
before
the
date
of
the
regular
members’
19
meeting
or
as
otherwise
prescribed
for
an
alternative
ballots
,
20
voting
method,
the
ballot
or
alternative
voting
method
shall
be
21
accepted
and
counted
as
the
vote
of
the
absent
member.
22
Sec.
20.
Section
501A.804,
subsection
2,
Code
2011,
is
23
amended
to
read
as
follows:
24
2.
Notice.
The
cooperative
shall
give
notice
of
a
special
25
members’
meeting
by
mailing
the
special
members’
meeting
notice
26
to
each
member
personally
at
the
person’s
last
known
post
27
office
address
,
or
by
another
process
determined
by
the
board
28
if
the
member
is
to
vote
by
an
alternative
voting
method
as
29
approved
by
the
board
and
agreed
to
by
the
member
individually
30
or
the
members
generally.
For
a
member
that
is
an
entity,
the
31
notice
mailed
,
or
delivered
by
another
process
for
vote
by
32
an
alternative
voting
method
,
shall
be
to
an
officer
of
the
33
entity.
The
special
members’
meeting
notice
shall
state
the
34
time,
place,
and
purpose
of
the
special
members’
meeting.
The
35
-6-
LSB
1978SV
(2)
84
da/nh
6/
9
S.F.
442
special
members’
meeting
notice
shall
be
issued
within
ten
1
days
from
and
after
the
date
of
the
presentation
of
a
members’
2
petition,
and
the
special
members’
meeting
shall
be
held
within
3
thirty
days
after
the
date
of
the
presentation
of
the
members’
4
petition.
5
Sec.
21.
Section
501A.806,
subsection
2,
Code
2011,
is
6
amended
to
read
as
follows:
7
2.
Quorum
for
voting
by
mail.
In
determining
a
quorum
at
8
a
meeting,
on
a
question
submitted
to
a
vote
by
mail
or
by
9
an
alternative
voting
method,
members
present
in
person
or
10
represented
by
mail
vote
or
the
alternative
voting
method
shall
11
be
counted.
The
attendance
of
a
sufficient
number
of
members
12
to
constitute
a
quorum
shall
be
established
by
a
registration
13
of
the
members
of
the
cooperative
present
at
the
meeting.
14
The
registration
shall
be
verified
by
the
chairperson
or
the
15
records
officer
of
the
cooperative
and
shall
be
reported
in
the
16
minutes
of
the
meeting.
17
Sec.
22.
Section
501A.810,
subsection
3,
Code
2011,
is
18
amended
to
read
as
follows:
19
3.
Voting
method.
A
member’s
vote
at
a
members’
meeting
20
shall
be
cast
in
person
,
or
by
mail
if
a
mail
vote
ballot
is
21
authorized
by
the
board
,
or
by
an
alternative
voting
method
if
22
that
is
authorized
by
the
board
and
.
A
vote
shall
not
be
cast
23
by
proxy,
except
as
provided
in
subsection
4
.
The
cooperative
24
shall
take
reasonable
measures
to
authenticate
that
a
vote
is
25
cast
by
a
member
eligible
to
cast
that
vote.
26
Sec.
23.
Section
501A.810,
subsection
5,
Code
2011,
is
27
amended
to
read
as
follows:
28
5.
Absentee
Mail
ballots.
29
a.
The
provisions
of
this
subsection
apply
to
absentee
mail
30
ballots.
31
b.
a.
A
member
who
is
or
will
be
absent
from
a
members’
32
meeting
may
vote
by
mail
or
by
an
approved
alternative
method
33
on
the
ballot
prescribed
in
this
subsection
on
any
motion,
34
resolution,
or
amendment
that
the
board
submits
for
vote
by
35
-7-
LSB
1978SV
(2)
84
da/nh
7/
9
S.F.
442
mail
or
alternative
method
to
the
members
.
1
c.
b.
The
A
ballot
shall
be
in
the
form
prescribed
by
the
2
board
and
contain
all
of
the
following:
3
(1)
The
exact
text
of
the
proposed
motion,
resolution,
or
4
amendment
to
be
acted
on
at
the
meeting.
5
(2)
The
be
accompanied
by
the
text
of
the
proposed
motion,
6
resolution,
or
amendment
for
which
the
member
may
indicate
an
7
affirmative
or
negative
vote
to
be
acted
upon
at
the
meeting
.
8
d.
c.
The
member
shall
express
a
choice
by
marking
9
an
appropriate
choice
on
the
ballot
and
mail,
deliver,
or
10
otherwise
submit
the
ballot
to
the
cooperative
in
a
plain,
11
sealed
envelope
inside
another
envelope
bearing
the
member’s
12
name
or
by
an
alternative
method
approved
by
the
board.
13
e.
d.
A
properly
executed
ballot
shall
be
accepted
by
14
the
board
and
counted
as
the
vote
of
the
absent
member
at
the
15
meeting.
16
Sec.
24.
Section
501A.810,
Code
2011,
is
amended
by
adding
17
the
following
new
subsection:
18
NEW
SUBSECTION
.
6.
Alternative
voting
method.
The
board
19
may
also
allow
the
members
to
vote
by
alternative
voting
20
method,
provided
the
members
receive
a
copy
of
the
proposed
21
motion,
resolution,
or
amendment
to
be
acted
upon.
22
Sec.
25.
Section
501A.1101,
subsection
4,
paragraph
b,
23
subparagraph
(1),
Code
2011,
is
amended
to
read
as
follows:
24
(1)
A
quorum
of
the
members
eligible
to
vote
is
registered
25
as
being
present
at
the
meeting
or
represented
voting
by
mail
26
vote
ballot
or
alternative
ballot
at
the
meeting
voting
method
.
27
EXPLANATION
28
This
bill
amends
provisions
affecting
entities
known
as
29
cooperative
associations
(sometimes
referred
to
as
simply
30
“associations”
or
“cooperatives”)
organized
under
Code
chapter
31
499,
501,
or
501A.
In
each
case,
the
entity
is
comprised
of
32
members
who
may
vote
upon
certain
issues
affecting
it,
such
33
as
a
candidate
running
as
a
director
on
its
board
or
another
34
question
involving
its
management
or
continuation
(e.g.,
a
35
-8-
LSB
1978SV
(2)
84
da/nh
8/
9
S.F.
442
merger
proposal)
as
required
by
statute
or
in
its
articles
of
1
incorporation
or
articles
of
organization.
The
bill
provides
2
that
members
may
vote
by
an
“alternative
voting
method”,
which
3
provides
that
a
member
may
vote
by
electronic,
telephonic,
4
the
internet,
or
other
means
that
reasonably
allows
members
5
the
opportunity
to
vote,
as
provided
in
the
entity’s
articles
6
or
by
its
board.
The
provisions
allowing
for
voting
by
an
7
alternative
voting
method
are
based
on
the
procedure
referred
8
to
as
an
“alternative
voting
ballot”
currently
provided
in
Code
9
chapter
501A.
The
bill
changes
its
name
but
not
its
definition.
10
The
bill
also
provides
that
a
member
of
a
cooperative
11
association
may
cast,
in
advance
of
a
meeting,
a
vote
by
mail
12
ballot
upon
any
proposition
of
which
the
member
has
been
13
previously
notified
in
writing.
14
-9-
LSB
1978SV
(2)
84
da/nh
9/
9
