1. If a member of a cooperative which is a party to a merger or consolidation files with the cooperative, prior to or at the meeting of members at which the plan is submitted to a vote, a written objection to the plan of merger or consolidation, and votes in opposition to the plan, and the member, within twenty days after the merger or consolidation is approved by the other members, makes written demand on the surviving or new cooperative for payment of the fair value of that member’s interest as of the day prior to the date on which the vote was taken approving the merger or consolidation, the surviving or new cooperative shall pay to the member, upon surrender of that person‘s certificate of membership or interests in the cooperative, the fair value of that person’s interest as provided in section 501.616. A member who fails to make demand within the twenty-day period is conclusively presumed to have consented to the merger or consolidation and is bound by its terms.

Terms Used In Iowa Code 501.615

  • Consolidation: means the uniting of two or more cooperatives organized under this chapter into one cooperative organized under this chapter, in such manner that a new cooperative is formed, and the new cooperative absorbs the others, which cease to exist as separate entities. See Iowa Code 501.611
  • Cooperative: means a cooperative association organized under this chapter or converted to this chapter pursuant to section 501. See Iowa Code 501.101
  • Dissenting member: means a voting member who votes in opposition to the plan of merger or consolidation and who makes a demand for payment of the fair value under section 501. See Iowa Code 501.611
  • Fair value: means the cash price that would be paid by a willing buyer to a willing seller, neither being under any compulsion to buy or sell. See Iowa Code 501.611
  • Interest: means a voting interest or other interest in a cooperative as described in the cooperative's articles of association. See Iowa Code 501.101
  • Member: means a person who owns a voting interest in a cooperative. See Iowa Code 501.101
  • Membership: means the interest established by a member owning a voting interest. See Iowa Code 501.101
  • Merger: means the uniting of two or more cooperatives organized under this chapter into one cooperative organized under this chapter, in such manner that one of the merging associations continues to exist and absorbs the others, which cease to exist as entities. See Iowa Code 501.611
  • person: means individual, corporation, limited liability company, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, or any other legal entity. See Iowa Code 4.1
 2. In the event that a dissenting member does business with the surviving or new cooperative before payment has been made for that person’s membership, the dissenting member is deemed to have consented to the merger or consolidation and to have waived all further rights as a dissenting member.
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