501A.1103 Abandonment.
1. Abandonment by members of plan. After a plan of merger has been approved by the members entitled to vote on the approval of the plan and before the effective date of the plan, the plan may be abandoned by the same vote that approved the plan.
2. Abandonment of merger.
a. A merger may be abandoned upon any of the following:
(1) The members of each of the constituent domestic cooperatives entitled to vote on the approval of the plan have approved the abandonment at a meeting by the affirmative vote of the holders of a majority of the voting power of the membership interests entitled to vote.
(2) The merger is with a domestic cooperative and an Iowa limited liability company or foreign business entity.
(3) The abandonment is approved in such manner as may be required by section 489.1015 for the involvement of an Iowa limited liability company, or for a foreign business entity by the laws of the state under which the foreign business entity is organized.
(4) The members of a constituent domestic cooperative are not entitled to vote on the approval of the plan, and the board of the constituent domestic cooperative has approved the abandonment by the affirmative vote of a majority of the directors present.
(5) The plan provides for abandonment and all conditions for abandonment set forth in the plan are met.
(6) The plan is abandoned before the effective date of the plan by a resolution of the board of any constituent domestic cooperative abandoning the plan of merger approved by the affirmative vote of a majority of the directors present, subject to the contract rights of any other person under the plan. If a plan of merger is with a domestic business entity or foreign business entity, the plan of merger may be abandoned before the effective date of the plan by a resolution of the foreign business entity adopted according to the laws of the state under which the foreign business entity is organized, subject to the contract rights of any other person under the plan. If the plan of merger is with an Iowa limited liability company, the plan of merger may be abandoned by the Iowa limited liability company as provided in section 489.1015, subject to the contractual rights of any other person under the plan.
b. If articles of merger have been filed with the secretary, but have not yet become effective, the constituent organizations, in the case of abandonment under paragraph “a”, subparagraphs (1) through (4), the constituent organizations or any one of them, in the case of abandonment under paragraph “a”, subparagraph (5), or the abandoning organization in the case of abandonment under paragraph “a”, subparagraph (6), shall file with the secretary articles of abandonment that include all of the following:
(1) The names of the constituent organizations.
(2) The provisions of this section under which the plan is abandoned.
(3) If the plan is abandoned under paragraph “a”, subparagraph (6), the text of the resolution abandoning the plan.
2005 Acts, ch 135, §83; 2008 Acts, ch 1162, §144, 154, 155
Referred to in §489.1015