Dolphin Residential Cooperative, Inc. v. Iowa City Board of Review , 2015 Iowa Sup. LEXIS 58 ( 2015 )


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  •                IN THE SUPREME COURT OF IOWA
    No. 13–1031
    Filed May 15, 2015
    DOLPHIN RESIDENTIAL COOPERATIVE, INC.,
    Appellee,
    vs.
    IOWA CITY BOARD OF REVIEW,
    Appellant.
    Appeal from the Iowa District Court for Johnson County,
    Stephen B. Jackson, Jr., Judge.
    The Iowa City Board of Review appeals from the decision of the
    district court, which ordered the Iowa City Board of Review to reclassify a
    multiunit apartment cooperative as residential for property tax purposes.
    DISTRICT COURT DECISION REVERSED AND CASE REMANDED
    WITH INSTRUCTIONS.
    Eric R. Goers, Assistant City Attorney, Iowa City, for appellant.
    Dennis J. McMenimen and Dana L. Oxley of Shuttleworth &
    Ingersoll, P.L.C., Cedar Rapids, for appellee.
    2
    APPEL, Justice.
    In this case, the Iowa City Board of Review (Board) appeals from a
    district court ruling that ordered the Board to reclassify twenty-two
    multiunit apartment buildings as residential property for tax assessment
    purposes. Classification of the property as residential would require the
    Board to tax the property at residential rather than commercial property
    tax   rates.       The   Board   appeals,   contending    Dolphin    Residential
    Cooperative, Inc. (Dolphin) was not properly organized under Iowa Code
    chapter 499A.       As a result, the Board argues that Dolphin fails the
    organizational test for residential cooperatives adopted by this court in
    Krupp Place 1 Co-op, Inc. v. Board of Review, 
    801 N.W.2d 9
    (Iowa 2011).
    The Board argues that because Dolphin fails the organizational test, the
    subject property should remain classified as commercial for property tax
    purposes.      For the reasons set forth below, we reverse the summary
    judgment entered in favor of Dolphin and remand for the district court to
    enter summary judgment in favor of the Board.
    I. Background Facts and Proceedings.
    Dolphin was created on December 22, 2011, when Dolphin caused
    to be filed articles of incorporation with the Iowa secretary of state
    seeking to organize as a multiple housing cooperative under Iowa Code
    chapter 499A.       The articles of incorporation listed attorneys Laurie L.
    Dawley and Dennis J. McMenimen as organizers. 1              Both Dawley and
    McMenimen signed the articles of incorporation.              Both Dawley and
    McMenimen are citizens of the state of Iowa and over the age of eighteen.
    The articles of incorporation named Vijay J. Bhatt, an out-of-state
    1Although   the articles of incorporation list Dowley and McMenimen as
    incorporators, we assume the term “organizers” is meant. See Iowa Code § 499A.1(1)
    (2011).
    3
    resident, as the sole initial member of the board of directors.                     A
    document entitled “Consent Resolutions of Directors,” listed Bhatt as
    president, vice president, treasurer, and secretary of the cooperative.
    The consent resolutions authorized and directed Dolphin to acquire
    property located at 2401 Highway 6 East in Iowa City, Iowa, which
    contained     four        hundred       apartment     units   owned      by    Dolphin
    International, LLC (Dolphin International), and RBJ Management, Inc.
    (RBJ). Finally, the consent resolutions authorized Dolphin’s issuance of
    three    hundred          ninety-nine    membership      certificates     to   Dolphin
    International and one membership certificate to RBJ in exchange for
    their respective interests in the real estate.
    On December 23, the Iowa secretary of state issued a document
    entitled “Acknowledgment of Document Filed,” acknowledging receipt of
    the articles of incorporation for Dolphin and confirming such articles
    were effective as of December 22, 2011.                The secretary of state also
    directed the recording of the articles of incorporation with the Johnson
    County recorder. By two deeds recorded December 27, Dolphin acquired
    title to the subject real estate described above and commonly known as
    Dolphin Lake Point Enclave (the Enclave).                 These deeds were from
    Dolphin International, an Illinois limited liability company, and RBJ, an
    Illinois corporation. The Enclave is an apartment complex in Iowa City
    that    consists     of    twenty-two     buildings    comprising       four   hundred
    residential apartment units. Thereafter, pursuant to Iowa Code section
    499A.11 (2011) and as authorized by the board of directors, Dolphin
    issued four hundred certificates of membership, one for each apartment
    unit at the Enclave.             Dolphin issued three hundred ninety-nine
    membership certificates to Dolphin International and one membership
    certificate to RBJ. Dolphin and Dolphin International then entered into a
    4
    proprietary lease for Dolphin International’s three hundred ninety-nine
    apartment units, and RBJ did the same for its one apartment unit.
    In January 2012, the Iowa City assessor classified the Enclave as
    commercial property.     Based on the commercial classification for the
    Enclave, Dolphin’s real estate taxes for the 2012–2013 fiscal year for the
    property were $307,366. Dolphin challenged this classification with the
    Iowa City assessor asserting that because it was a multiple housing
    cooperative, organized under chapter 499A of the Iowa Code, the Enclave
    should have been classified as residential property under Iowa Code
    section   441.21(11).     This   Code    section   expressly   classified   as
    “ ‘residential property’ . . . all land and buildings of multiple housing
    cooperatives organized under chapter 499A.”        Iowa Code § 441.21(11)
    (emphasis omitted).
    In a letter dated April 2, the Iowa City assessor refused to change
    the classification of the Enclave to residential. The reason given for the
    refusal was that Dolphin failed to satisfy the statutory requirements of
    Iowa Code chapter 499A, as interpreted by the Iowa Supreme Court in
    the Krupp case, in that it did not pass the organizational test. Dolphin
    was advised of its right to appeal the assessment classification to the
    Board, which it did.
    By notice dated May 25, the Board notified Dolphin that its request
    to reclassify the Enclave had been denied. The Board found there was
    “[i]nsufficient evidence to prove that the petitioned property is not
    assessable, is exempt from taxes, or is misclassified.” Dolphin appealed
    the Board’s decision to the district court.
    During the course of the appeal, the parties filed cross-motions for
    summary judgment on the classification issue, with each party resisting
    the opposing motion. Dolphin argued that it satisfied the organizational
    5
    test adopted by this court in Krupp because Dawley and McMenimen, as
    organizers, satisfied the requirements outlined in section 499A.1(1). See
    Iowa Code § 499A.1(1). Additionally, Dolphin took the position that the
    Board’s rejection of its classification was an attempt to resurrect the
    “actual use” test this court rejected in Krupp. Finally, Dolphin argued
    that the majority-citizenship requirement contained in section 499A.1(1),
    as interpreted by the Board, would violate the dormant Commerce
    Clause of the United States Constitution.
    The   Board    emphasized    that   Dolphin   failed   to   meet   the
    requirements set forth in Krupp because Dolphin was not properly
    organized under chapter 499A.       The Board argued for a “meaningful
    organizational test.”   Specifically, the Board contended that Dolphin
    failed to meet the statutory requirement of members “organizing
    themselves,” or the statutory requirement that two adult natural persons
    be organizers of the cooperative.        The Board argued that the two
    purported organizers of Dolphin, Dawley and McMenimen, were not
    members “organizing themselves,” as required by section 499A.1(1), as
    the two were not members of the Dolphin cooperative.         
    Id. (emphasis added).
      According to the Board, Dawley and McMenimen cannot be
    considered proper organizers for purposes of satisfying the requirements
    of section 499A.1(1). Rather, the Board insisted the proper organizers
    under section 499A.1(1) must be the two entities which ultimately
    obtained “Certificates of Membership” in Dolphin, Dolphin International
    and RBJ.    These entities failed the statutory requirements of section
    499A.1(1) as they are neither persons of full age, nor citizens of the state
    of Iowa. Additionally, the Board argued that before property owned by a
    cooperative is entitled to residential tax treatment, chapter 499A requires
    the cooperative have as many different members as it has residential
    6
    units. Dolphin has only two members having proprietary interests in all
    of the cooperative units.     Finally, the Board contended the dormant
    Commerce Clause is inapplicable to the facts of this case, as apartment
    buildings are incapable of crossing state borders in commerce.
    On May 29, 2013, after a hearing on the competing motions for
    summary judgment, the district court entered its ruling. Relying on the
    plain language of Iowa Code section 499A.1(1), the district court
    concluded section 499A.1(1) imposed no requirement that the organizers
    of a chapter 499A cooperative must also be members of the cooperative.
    It held Dawley and McMenimen satisfied the clear statutory requirements
    of section 499A.1(1) as they were natural persons of full age and were
    citizens of Iowa. The district court also rejected the Board’s argument
    that there must be a one-to-one, member-to-unit ratio for ownership of
    the units in the cooperative. The district court concluded Dolphin met
    the organizational test set forth in Krupp.   Consequently, the district
    court did not reach the dormant Commerce Clause issue.
    The district court granted the summary judgment motion filed by
    Dolphin and denied the summary judgment motion filed by the Board. It
    ordered the Board to reclassify the subject property as residential
    property for tax assessment purposes as of the assessment date
    January 1, 2012.   The Board appealed the ruling of the district court,
    and we retained the appeal.
    II. Standard of Review.
    Although ordinarily appeals from decisions of the local board of
    review are triable in equity, Iowa Code § 441.39, and our review is de
    novo, Iowa R. App. P. 6.907, because the district court adjudicated the
    issue on appeal by summary judgment, our review is for corrections of
    errors at law, Am. Legion, Hanford Post 5 v. Cedar Rapids Bd. of Review,
    7
    
    646 N.W.2d 433
    , 437 (Iowa 2002). Summary judgment is appropriate
    when “there is no genuine issue as to any material fact and . . . the
    moving party is entitled to a judgment as a matter of law.” Iowa R. Civ.
    P. 1.981(3).        In considering a motion for summary judgment that
    requires an interpretation of a statute, our review is for correction of legal
    error. 
    2 Jones v
    . Univ. of Iowa, 
    836 N.W.2d 127
    , 139 (Iowa 2013).
    III. Discussion of Requirement of Organizers for Residential
    Cooperatives.
    A. Introduction. This case involves the proper interpretation of
    Iowa’s    statute    regarding     the   creation     of   residential    cooperatives.
    Residential cooperatives have been part of the legal scene for decades.
    See Richard Siegler & Herbert J. Cooper-Levy, Brief History of
    Cooperative     Housing,      in   General      Materials     and    Information      on
    Cooperative Housing 1, 1–2 (Nat’l Ass’n of Hous. Coops. 1986) (noting
    that although the concept of housing cooperatives has been around for
    centuries, “[t]he period of greatest cooperative development . . . occurred
    in the aftermath of World War II”). Traditionally, residential cooperatives
    are a vehicle designed to allow residents “to own, manage, and operate
    residential apartments without anyone profiting therefrom.”                   15B Am.
    Jur. 2d Condominiums and Cooperative Apartments § 59, at 637 (2011);
    see City of Newton v. Bd. of Review, 
    532 N.W.2d 771
    , 774 (Iowa 1995),
    overruled on other grounds by 
    Krupp, 801 N.W.2d at 13
    n.1, 15. In many
    jurisdictions, including Iowa, residential cooperatives may receive
    favorable tax treatment. See generally Iowa Code § 441.21(9) (directing
    the director of revenue to certify annually to each county auditor the
    2In this case, the standard of review elaborates upon, but is consistent with
    Krupp. 
    See 801 N.W.2d at 13
    . In Krupp, we interpreted the statute and applied the
    standard of review for correction of errors at law. 
    Id. at 13,
    14–16. As stated here, this
    standard generally applies in reviewing rulings on motions for summary judgment.
    8
    percentages of the actual value at which agricultural, residential,
    commercial, industrial, railroad, and utility properties are to be assessed
    for property taxes). The notion is that while the traditional apartment
    building with a landlord owner and renting tenants should be considered
    a commercial enterprise, and taxed accordingly, a residential cooperative
    should be treated as residential property and subject to the lower tax
    rates ordinarily afforded to homeowners.
    Since 1947, Iowa has had a statutory framework providing for the
    formation of residential cooperatives that are eligible to receive favorable
    tax treatment. See 1947 Iowa Acts ch. 250, § 1 (codified at Iowa Code
    § 499A.1 (1950)).      This case raises a series of questions of statutory
    issues under the Iowa statute.
    B. Statutory Framework for Organization of Cooperatives.
    Cooperative associations are not a stranger to the Iowa Code. Iowa Code
    chapters 497 through 499A relate to various types of cooperatives. Each
    chapter has provisions related to formation of the cooperative.
    Iowa Code chapter 497 relates to cooperatives for “agricultural,
    dairy,    ethanol   production,   mercantile,     mining,   manufacturing,   or
    mechanical business” purposes. Iowa Code § 497.1 (2011). Under this
    chapter, “Any number of persons, not less than five, may associate
    themselves as a cooperative association.” 
    Id. (emphasis added).
    The next
    provision states, “They shall sign and acknowledge written articles”
    which are filed with the secretary of state. 
    Id. § 497.2
    (emphasis added).
    Iowa   Code   chapter    498   relates    to   nonprofit   cooperative
    associations.    Iowa Code section 498.2 provides that “[a]ny number of
    persons, not less than five, may associate themselves as a cooperative
    association . . . for the purpose of conducting any agricultural, livestock,
    horticultural[, etc.] business.” 
    Id. §§ 498.2–.3
    (emphasis added). As with
    9
    Iowa Code chapter 497, the Code provisions that follow provide that
    “[t]hey shall sign and acknowledge written articles,” 
    id. § 494.4
    (emphasis
    added), and that such articles “shall be filed with the secretary of state,”
    
    id. § 498.5.
    Iowa Code chapter 499 has similar provisions. Under Iowa Code
    section 499.5(1), “Five or more individuals, or two or more associations,
    may organize an association.”           (Emphasis added.)          The next statutory
    provision provides, however, that “[a]ll individual incorporators of
    agricultural associations must be engaged in producing agricultural
    products . . . .” 
    Id. § 499.5(2).
    That brings us to the statutory provisions implicated in this
    lawsuit. Under Iowa Code section 499A.1(1), “Any two or more persons
    of full age, a majority of whom are citizens of the state, may organize
    themselves      for   the   following    or       similar   purposes:   Ownership       of
    residential, business property on a cooperative basis.”                      (Emphasis
    added.) 3
    Under Iowa Code section 499A.1(1), the organizers are required to
    “adopt, and sign and acknowledge the articles of incorporation” of the
    3A  number of other residential cooperative statutes require more than one
    person to organize the entity.       For example, in Colorado, “Cooperative housing
    corporations may be formed by any three or more adult residents of [the] state
    associating themselves to form a cooperative or nonprofit corporation . . . .” Colo. Rev.
    Stat. Ann. § 38-33.5-101 (West, Westlaw current through 70th G.A., 1st Reg. Sess.,
    assorted chapters (2015)); see also Mo. Ann. Stat. § 357.015(2) (West, Westlaw current
    through 2015 1st Reg. Sess., 98th G.A.) (“Any number of persons, not less than five,
    may associate themselves together as a housing cooperative . . . .”); N.J. Stat. Ann.
    § 46:7-9(1)(1) (West, Westlaw current through L. 2015, ch. 32) (“That it shall and may
    be lawful for any number of persons not less than five, to associate themselves into a
    company for the purpose of buying, selling, settling, owning and improving real estate
    . . . upon making a certificate in writing under their hands and seals . . . .”); N.C. Gen.
    Stat. Ann. § 54-111 (West, Westlaw current through 2015 Reg. Sess., ch. 1, 3–5) (“Any
    number of persons, not less than five, may associate themselves as a mutual
    association, society, company, or exchange, for the purpose of conducting any . . .
    housing . . . business . . . .”).
    10
    residential cooperative.   The articles of incorporation adopted by the
    organizers must state, among other things, the names of the directors for
    the first year and the number of directors. 
    Id. Once the
    articles of incorporation have been filed with the
    secretary of state with the required filing and recording fees, “a certificate
    of incorporation as a cooperative not for pecuniary profit” is issued. 
    Id. The Code
    further provides that “[u]pon filing such articles the persons
    signing and acknowledging the same [the organizers] and their associates
    and successors shall become a body corporate” with various enumerated
    powers. 
    Id. § 499A.2(1)–(10).
    C. Iowa Caselaw Regarding Residential Cooperatives. We have
    had few occasions to consider the statutory provisions related to the
    formation of residential cooperatives under Iowa Code chapter 499A.
    There are two cases, however, in which we considered important issues
    related to the chapter that set the stage for our consideration of the
    issues in this case.
    The first case is City of Newton.       The central issue in City of
    Newton was whether a multistory building containing sixty-three living
    units was properly assessed as commercial 
    property. 532 N.W.2d at 772
    –73.   We recognized the rental of multiunit dwellings is ordinarily
    recognized as a profit-oriented enterprise and thus subject to commercial
    classification for tax purposes.    
    Id. at 773.
       The question in City of
    Newton was whether the cooperative status of Park Centre Apartments,
    the leasee of the building, entitled the residents, and thus Park Centre,
    to the tax benefits of then Iowa Code section 499A.14. 
    Id. at 773–74.
    We
    noted the residents in Park Centre did not actually own their apartment
    units. 
    Id. at 774.
    Although the residents were entitled to occupy their
    unit, they had “no more ownership interest in the cooperative than an
    11
    ordinary tenant.” 
    Id. Further, the
    residents of Park Centre lacked any
    control over the affairs of the cooperative. 
    Id. We concluded
    that under
    the then existing statute, “the fact that the ‘members’ of the cooperative
    [had] no rights to ownership or management of the enterprise clearly
    defeats the purpose underlying section 499A.14.” 
    Id. However, as
    the City of Newton case was pending, the legislative
    wheels were turning. Prior to handing down the City of Newton decision,
    the legislature amended Iowa Code section 441.21 to provide that
    “[b]eginning with valuations established on or after January 1, 1995, . . .
    ‘residential property’ includes all land and building of multiple housing
    cooperatives organized under chapter 499A.” 1995 Iowa Acts ch. 157,
    § 1 (currently codified at Iowa Code § 441.21(11)).
    We next considered an appeal of a district court decision that two
    multiunit apartment buildings were entitled to favorable tax treatment as
    residential cooperatives in Krupp. In Krupp, the residential cooperatives
    had only two members, Larry and Connie 
    Krupp. 801 N.W.2d at 11
    .
    Although as the only two members of the cooperatives they had
    ownership interests in the cooperatives, they did not reside in the
    buildings. 
    Id. at 11.
    Instead, they subleased the units they owned to
    subtenants.   
    Id. The district
    court found that the cooperatives were
    entitled to favorable residential tax treatment, as “the cooperatives had
    followed all proper corporate formalities.” 
    Id. at 13.
    The board of review
    appealed and the court of appeals affirmed the district court. 
    Id. We granted
    further review. 
    Id. On appeal,
    the board conceded the cooperatives were properly
    organized under Iowa Code chapter 499A.          
    Id. at 14.
       The board,
    however, asked us to look beyond the filing papers and consider the
    actual operation of the property. 
    Id. Based on
    our review of the relevant
    12
    statutes, we rejected an actual use test.       
    Id. at 15.
        In particular, we
    noted the legislative history and language in Iowa Code section
    441.21(11) imposes only an “organizational test” with no reference to a
    property’s actual use. 
    Id. By adopting
    an organizational test, we noted
    the legislature avoided a fact-intensive actual use test. 
    Id. at 16.
    We
    observed, among other things, that nothing in the current statutes
    required member residency to be entitled to favorable tax treatment. 
    Id. at 15–16.
    We further declined the board’s invitation in Krupp to “pierce the
    corporate veil.” 
    Id. at 16.
    We noted that “the doctrine of piercing the
    corporate veil is a limited one that is employed only on behalf of creditors
    to reach the personal assets of shareholders of corporations.” 
    Id. In any
    event, we held there was no evidence in the record that the cooperatives
    were operating for a profit and even if there had been such evidence,
    there was nothing in chapter 499A that prevented “a member from
    leasing out a unit or units with desirable economic terms.” 
    Id. D. Validity
    of Organization of Dolphin by Attorneys Dawley
    and McMenimen. The first issue raised by the Board in this case is that
    attorneys Dawley and McMenimen were not lawful organizers of the
    residential cooperative. The Board recognizes that in Krupp we applied
    an organizational test rather than an actual use test with respect to
    determining proper tax treatment of a residential cooperative organized
    under Iowa Code chapter 499A. See 
    id. at 15–16.
    The Board maintains,
    however, that although we adopted an organizational test in Krupp, any
    residential cooperative seeking favorable tax treatment must be properly
    organized under Iowa Code chapter 499A.              According to the Board,
    because Dawley and McMenimen were not organizing themselves for
    purposes    of   “[o]wnership   of   residential,   business    property   on a
    13
    cooperative basis” as required by Iowa Code section 499A.1(1), Dolphin
    was not a properly organized residential cooperative and is not entitled to
    favorable tax treatment.
    Dolphin responds that once the papers were filed and approved by
    the secretary of state, Dolphin came into existence as a residential
    cooperative and that is the end of the matter under the Krupp
    organizational test. 
    See 801 N.W.2d at 15
    –16. It asserts that organizers
    may be “[a]ny two or more persons of full age, a majority of whom are
    citizens of the state” under Iowa Code section 499A.1(1) and that
    attorneys Dawley and McMenimen plainly qualify. Dolphin notes there is
    no requirement anywhere in Iowa Code section 499A.1 that organizers be
    “members” and that, indeed, at the time of the filing of articles of
    incorporation, there are no members.
    A threshold question is whether Krupp precludes us from
    considering whether Dawley and McMenimen were qualified organizers of
    the residential cooperative. We conclude that it does not. In Krupp, the
    parties stipulated that the residential cooperative was properly organized
    under Iowa Code chapter 499A. 
    Id. at 14.
    While Dolphin cites authority
    for the proposition that we are not bound by the parties’ stipulation of
    law, see Sanford’s Estate v. Comm’r, 
    308 U.S. 39
    , 51, 
    60 S. Ct. 51
    , 59, 
    84 L. Ed. 20
    , 26 (1939), or fact, see 
    Krupp, 801 N.W.2d at 13
    n.1, it is
    apparent from Krupp, that in that case, we did not consider the issue of
    proper organization at all, but focused only on the question of whether
    the subsequent operation of the residential cooperative had any impact
    on the availability of favorable tax treatment under Iowa Code section
    441.21, see 
    Krupp, 801 N.W.2d at 15
    –16. Thus, we think the Board may
    challenge whether Dolphin was properly organized at its inception.
    14
    We now turn to the merits of the Board’s argument. We begin our
    analysis with the language of the statute.     There is no dispute that
    Dawley and McMenimen are persons of full age and that they are citizens
    of the state of Iowa. See Iowa Code § 499A.1(1). However, Iowa Code
    section 499A.1(1) requires more.    They must “organize themselves” for
    “the following or similar purposes: [o]wnership of residential, business
    property on a cooperative basis.”    
    Id. This language
    must be given
    meaning. See Neal v. Annett Holdings, Inc., 
    814 N.W.2d 512
    , 520 (Iowa
    2012) (noting “each term [in a statute] is to be given effect, and we will
    not read a statute so that any provision will be rendered superfluous”
    (citation omitted) (internal quotation marks omitted)).        The plain
    language suggests the organizers cannot organize others, but must
    organize themselves for purposes of ownership of residential property or
    a similar purpose. See State v. Royer, 
    632 N.W.2d 905
    , 908 (Iowa 2001)
    (noting statutory language is given its plain and ordinary meaning).
    The notion that organizers are not just any person of full age who
    are citizens is supported not only by the direct language of Iowa Code
    section 499A.1(1), but also by the language in Iowa Code section 499A.2.
    This provision states, in relevant part: “Upon filing such articles the
    persons signing and acknowledging the same [the organizers] and their
    associates and successors shall become a body corporate with the name
    therein stated and shall have [enumerated powers].”           Iowa Code
    § 499A.2.
    Thus, from Iowa Code section 499A.2, it is clear that organizers,
    along with associates and successors, become the body corporate. This
    provision is consistent with an interpretation of Iowa Code section
    499A.1(1) that the organizers must “organize themselves” for purposes of
    residential ownership. See Mall Real Estate, L.L.C. v. City of Hamburg,
    15
    
    818 N.W.2d 190
    , 198 (Iowa 2012) (noting statutes must be read in
    conjunction with other parts of chapter).
    In addition, considered in context, it is clear that “organizers” are
    not merely professional facilitators. As noted above, the organizers cause
    the articles of incorporation to be filed with the secretary of state. Iowa
    Code § 499A.1(1). The organizers further name the directors for the first
    year. 
    Id. The organizers
    thus have substantial power to direct the affairs
    of the residential cooperative during the first year through their drafting
    and appointment power.              The initial directors have authority to
    promulgate bylaws, which in turn must provide for the “election of a
    president, vice president, treasurer, and secretary by the board of
    directors.”       
    Id. § 499A.2A(2)(b).
          Indeed, in this case, the lawyer
    organizers appointed one person, Vijay Bhatt, as the sole member of the
    initial board of directors, and that one-person board then promulgated
    bylaws, pursuant to which the sole director named himself as president,
    vice president, treasurer, and secretary. It is thus entirely reasonable to
    require that organizers with such important powers should have a direct
    interest in the residential cooperative itself rather than be a bystander
    with no direct interest in the enterprise. 4
    While Dolphin insists that its lawyers may be organizers even
    though they have no putative interest in the cooperative, the requirement
    of two organizers is inconsistent with that theory.               If lawyers can be
    organizers under Iowa Code section 499A.1(1), why are two needed?
    4Dolphin  attacks the Board’s position that organizers must be members of the
    residential cooperative because members are not admitted until after the residential
    cooperative has been formed by the filing of the articles of incorporation with the
    secretary of state. Dolphin’s point may be well taken in the sense that organizers
    cannot be formal members until after the filing of the articles, but they can be putative
    members with an interest in organizing themselves into a cooperative at the time of
    filing.
    16
    Indeed, under Iowa Code section 498.2, “not less than five [persons] may
    associate themselves as a cooperative association.”            Under Dolphin’s
    theory, five lawyers could band together to form the cooperative under
    Iowa Code section 498.2.        Of course, having multiple persons form
    cooperatives     who   are   interested   in   directly   participating   in   the
    subsequent organization makes sense, because by definition cooperatives
    involve multiple ownership.      It makes little sense, however, to require
    multiple lawyers to associate together to merely accomplish incorporation
    formalities.
    The facts of this case also illuminate the nature of the legal
    requirements for residential cooperatives.        The record reveals that two
    entities, Dolphin International, an Illinois limited liability company, and
    RBJ, an Illinois corporation, are the owners of the Enclave, the
    apartment buildings in question. They understandably seek to convert
    their holdings into a residential cooperative in order to receive favorable
    tax treatment.
    At the time of the attempted conversion, however, there were
    potential legal problems with Dolphin International and RBJ acting as
    organizers. First, the statute requires that the organizers be “persons of
    full age.” 
    Id. § 499A.1(1).
    Although corporations are said to be a person
    within the meaning of the chapter, 
    id. § 499A.1(1),
    one might wonder
    whether this general principle would be applied to organizers in light of
    the “full age requirement.”     Ordinarily, corporations do not mature to
    “full age,” only living, breathing persons do. Second, even if corporate
    entities could be organizers, it was doubtful at all times relevant here
    that Dolphin International, a limited liability company, would qualify as
    an organizer.      Arguably, the statute, which expressly authorized
    corporations to be persons but did not mention limited liability
    17
    companies, impliedly rejected them as persons. See Kucera v. Baldazo,
    
    745 N.W.2d 481
    , 487 (Iowa 2008) (discussing the rule of expressio unius
    est exclusio alterious); see also 2014 Iowa Acts ch. 1095, § 1, eff. July 1,
    2014 (codified at Iowa Code § 499A.1(1) (2015)) (amending section
    499A.1(1) to include a limited liability company as a person under the
    statute). A third potential legal problem was the statutory requirement
    that a majority of organizers under the statute be citizens of Iowa. While
    the citizenship requirement might be challenged under the dormant
    Commerce Clause, it is doubtful that Dolphin International or RBJ,
    organized in Illinois, could meet this statutory qualification.        To avoid
    these legal pitfalls, Dolphin appears to have attempted to work around
    the statutory limitations in Iowa Code section 499A.1(1) (2011) by using
    attorneys Dawley and McMenimen as organizers. However, these lawyers
    were   not     organizing   themselves    for   purposes   of   “[o]wnership   of
    residential, business property on a cooperative basis.”             Iowa Code
    § 499A.1(1).
    As a result, Dolphin was not properly established under Iowa Code
    section 499A.1(1).     The district court therefore erred when it granted
    summary judgment to Dolphin and denied summary judgment to the
    Board. Because we conclude that Dolphin was not properly organized on
    this ground, we do not address the alternative arguments raised by the
    Board on this appeal.
    IV. Challenge Under the Dormant Commerce Clause.
    Dolphin asserts that the Board understands Iowa Code chapter
    499A to impose a residency requirement, namely, that a majority of the
    initial members must be Iowa residents and that this provision violates
    the dormant Commerce Clause. Dolphin cites cases that stand for the
    general proposition that if a statute discriminates against interstate
    18
    commerce, it may be constitutionally infirm.              See Brown-Foreman
    Distillers Corp. v. N.Y. State Liquor Auth., 
    476 U.S. 573
    , 578–79, 106 S.
    Ct. 2080, 2084, 
    90 L. Ed. 2d 552
    , 559 (1986); Smithfield Foods, Inc. v.
    Miller, 
    367 F.3d 1061
    , 1064–65 (8th Cir. 2004); S.D. Farm Bureau, Inc. v.
    Hazeltine, 
    340 F.3d 583
    , 592–93 (8th Cir. 2003). Dolphin urges us to
    avoid an interpretation that gives rise to potential constitutional
    infirmities.   See Simmons v. State Pub. Defender, 
    791 N.W.2d 69
    , 88
    (Iowa 2010).
    We do not base our decision, however, on the citizenship
    provisions     of    Iowa   Code   section   499A.1(1)    or   any   “residency
    requirement.”       Cf. Jones v. Gale, 
    470 F.3d 1261
    , 1269 (8th Cir. 2006)
    (finding prohibition of corporations from farming in Nebraska invalid
    when there was evidence of discriminatory intent against out-of-state
    corporations). Instead, we base our decision on our interpretation of the
    “organize themselves” provision of the statute.      Iowa Code § 499A.1(1).
    While Dolphin in its briefing challenges any residency requirement as
    violating the commerce clause, our “organize themselves” interpretation
    does not require residency.        In Krupp, we expressly stated there is no
    requirement that members occupy their 
    units. 801 N.W.2d at 15
    –16.
    We have held, however, that organizers must have some skin in the game
    when they organize residential cooperatives. No party claims that such
    an interpretation runs afoul of the dormant Commerce Clause, and in
    any event, such a challenge does not discriminate against interstate
    commerce and would thus lack merit under dormant Commerce Clause
    analysis.
    19
    V. Conclusion.
    For the foregoing reasons, we reverse the summary judgment
    entered in favor of plaintiff Dolphin and remand for the district court to
    enter summary judgment in favor of defendant the Board.
    DISTRICT      COURT     DECISION       REVERSED       AND     CASE
    REMANDED WITH INSTRUCTIONS.
    All justices concur except Mansfield, J., who concurs specially, and
    Zager and Waterman, JJ., who dissent.
    20
    #13–1031, Dolphin v. Bd. of Review
    MANSFIELD, Justice (concurring specially).
    I join in the majority opinion and write separately only because I
    would go farther. In my view, Krupp was wrongly decided and should be
    overruled. See Krupp Place 1 Co-op, Inc. v. Bd. of Review, 
    801 N.W.2d 9
    (Iowa 2011).
    Let’s begin with the underlying reality of what is going on: An
    Illinois-based commercial landlord is leasing out 400 apartment units in
    several buildings for profit.      Seeking a fifty percent reduction in its
    property tax bill, that landlord has taken on some of the trappings of an
    Iowa cooperative. But none of the members of the cooperative actually
    resides in any of the apartment buildings.                    Rather, the so-called
    cooperative,    Dolphin     Residential        Cooperative,     Inc.   (the   Dolphin
    cooperative), has two “members”—Dolphin International, LLC, which has
    been assigned 399 of the apartments, and RBJ Management, Inc., which
    has been assigned the one remaining apartment. All three entities are
    under the direction of the same person—Vijay Bhatt. Bhatt is the sole
    director, president, vice president, treasurer, and secretary of the
    Dolphin cooperative, the manager of Dolphin International, and the
    president of RBJ.
    As the majority opinion explains, two attorneys from the same
    Cedar Rapids law firm organized the Dolphin cooperative. That law firm
    apparently     represents   all   three    entities—the       Dolphin    cooperative,
    Dolphin International, and RBJ.            Once the Dolphin cooperative was
    formed, Dolphin International and RBJ deeded the real estate to it, which
    then turned around and leased the real estate back to Dolphin
    International and RBJ.
    21
    This commercial enterprise under the direction of a single person
    is totally different from what we would normally call a “cooperative.” The
    classic cooperative involves independent persons such as farmers
    forming a jointly owned entity in order to accomplish something as a
    group that no one person could do as effectively on his or her own (e.g.,
    buy supplies, market grain, obtain electricity).          See, e.g., Merriam-
    Webster’s   Collegiate   Dictionary   275   (11th   ed.   2003)   (defining   a
    cooperative as “an enterprise or organization owned by and operated for
    the benefit of those using its services”).     Instead, we have here the
    opposite: a single economic enterprise purporting to be divided into
    independent units in order to get favorable tax treatment.                The
    independent units exist on paper only, and none of the users of services
    have an ownership interest in the entity.
    Does this underlying reality matter? I believe it does. There is a
    well-established doctrine in federal tax law that transactions undertaken
    only for tax purposes and otherwise lacking economic significance should
    be disregarded. As the United States Supreme Court has summed up,
    This Court, almost 50 years ago, observed that
    taxation is not so much concerned with the refinements of
    title as it is with actual command over the property taxed-the
    actual benefit for which the tax is paid. In a number of
    cases, the Court has refused to permit the transfer of formal
    legal title to shift the incidence of taxation attributable to
    ownership of property where the transferor continues to
    retain significant control over the property transferred. In
    applying this doctrine of substance over form, the Court has
    looked to the objective economic realities of a transaction
    rather than to the particular form the parties employed. The
    Court has never regarded the simple expedient of drawing up
    papers as controlling for tax purposes when the objective
    economic realities are to the contrary.       In the field of
    taxation, administrators of the laws and the courts are
    concerned with substance and realities, and formal written
    documents are not rigidly binding.
    22
    Frank Lyon Co. v. United States, 
    435 U.S. 561
    , 572–73, 
    98 S. Ct. 1291
    , 1298, 
    55 L. Ed. 2d 550
    , 560 (1978) (citations omitted)
    (internal quotation marks omitted).
    [W]here . . . there is a genuine multiple-party transaction
    with economic substance which is compelled or encouraged
    by business or regulatory realities, is imbued with tax-
    independent considerations, and is not shaped solely by tax-
    avoidance features that have meaningless labels attached,
    the Government should honor the allocation of rights and
    duties effectuated by the parties.
    
    Id. at 583–84,
    98 S. Ct. at 
    1303–04, 55 L. Ed. 2d at 567
    .
    Frank Lyon involved a transaction that did have sufficient
    economic substance, according to the Supreme Court (although two
    justices dissented). 
    Id. There, a
    state bank (Worthen) wanted to erect a
    multistory bank and office building but could not borrow the funds
    because of state and federal banking regulations.      
    Id. at 563–64,
    98
    S. Ct. at 
    1293–94, 55 L. Ed. 2d at 554
    –55. Worthen entered into a sale-
    and-leaseback arrangement with a separate company (Lyon), which in
    turn took out a mortgage. 
    Id. at 564–68,
    98 S. Ct. at 1293–96, 
    55 L. Ed. 2d
    at 555–57.     The Court found that this transaction had enough
    economic substance because “the lessor [Lyon] retain[ed] significant and
    genuine attributes of the traditional lessor status.” 
    Id. at 584,
    98 S. Ct.
    at 1304, 
    55 L. Ed. 2d
    at 567.
    It is true that Lyon’s majority shareholder also happened to serve
    on Worthen’s board of directors. 
    Id. at 563,
    98 S. Ct. at 1293, 
    55 L. Ed. 2d
    at 554. Yet there was no dispute as to “Lyon’s substantiality and its
    independence from Worthen.” 
    Id. at 582,
    98 S. Ct. at 1303, 
    55 L. Ed. 2d
    at 566 (footnote omitted). Nor was it disputed that Lyon had assumed
    significant risk and that both entities had valid nontax reasons for
    23
    engaging in the transaction. 
    Id. at 582–83,
    98 S. Ct. at 1303, 
    55 L. Ed. 2d
    at 566–67.
    Here, by contrast, there are no genuine third parties. The putative
    cooperative, directed by Bhatt, consists of a 99.7 percent interest held by
    one Bhatt-directed entity and a .03 percent interest controlled by another
    Bhatt-directed entity. The three entities have been separated purely for
    tax reasons, and the ersatz cooperative has no reason for being other
    than tax reduction. 5
    The economic substance doctrine has been recognized by state
    courts. See TD Banknorth, N.A. v. Dep’t of Taxes, 
    967 A.2d 1148
    , 1157
    (Vt. 2008).     In TD Banknorth, the taxpayer established three holding
    companies for the sole purpose of reducing Vermont tax liability. 
    Id. at 1150–51.
          In holding that the companies should not be treated as
    separate for tax purposes, the court emphasized both the taxpayer’s
    motivation and the holding companies’ lack of any independent business
    activity apart from holding certain assets for tax reasons. 
    Id. at 1157–
    58; see also Shuwa Invs. Corp. v. County of Los Angeles, 
    2 Cal. Rptr. 2d 783
    , 784–86, 796 (Ct. App. 1991) (finding that a stepped transaction
    intended to avoid property tax reassessment lacked economic substance
    and would be treated as a single sale); Comptroller of the Treasury v. SYL,
    Inc., 
    825 A.2d 399
    , 415–16 (Md. 2003) (finding that subsidiary
    corporations were formed solely for tax purposes, lacked economic
    substance, and would be disregarded); Sherwin–Williams Co. v. Comm’r,
    
    778 N.E.2d 504
    , 512 (Mass. 2002) (“Massachusetts recognizes the ‘sham
    transaction doctrine’ that gives the commissioner the authority to
    disregard, for taxing purposes, transactions that have no economic
    5As   noted, the tax benefits do not even accrue to Iowa residents.
    24
    substance or business purpose other than tax avoidance. The doctrine
    generally works to prevent taxpayers from claiming the tax benefits of
    transactions that, although within the language of the tax code, are not
    the type of transactions the law intended to favor with the benefit.”
    (Footnote     omitted.)   (Citation   omitted.)   (Internal   quotation   marks
    omitted.)).
    Our court has also followed substance-over-form in the field of
    taxation. For example, in Parshall Christian Order v. Board of Review, we
    upheld a county’s determination that a religious organization comprised
    of a single family was not entitled to a property tax exemption. See 
    315 N.W.2d 798
    , 805 (Iowa 1982). The facts of that case were as follows:
    In December 1975, the Parshalls founded the Parshall
    Christian Order (PCO), a religious order dedicated to the
    advancement of biblical teachings. PCO consists of Robert
    Parshall, denominated as its chief steward, Joyce Parshall,
    assistant steward, and the two sons, who are referred to as
    members. No other person has been a member of PCO or
    applied for membership. Robert Parshall testified that new
    members would be welcome to join PCO if they were willing
    to abide by its rules and take the required oaths. Nothing in
    the record, however, suggests that PCO has made any effort
    to recruit additional members. The members of PCO are
    thus identical to the members of the Parshall family.
    
    Id. at 799.
    We explained our reasoning in this way:
    Nothing in these definitions suggests that a religious
    society can consist solely of the members of a nuclear family.
    Inherent within those definitions is the notion that the
    various individuals composing a religious society have
    become associated only through their mutual desire for
    worship and religious education. Were it not for that desire
    the association of those particular individuals would not
    have occurred. Such is obviously not the case with PCO.
    The members of the Parshall family are not associated only
    because of their desire for mutual worship; they are
    associated as a family. They will continue as a group
    regardless of any religious beliefs they may possess.
    Because the predominant reason for the Parshalls’
    25
    association is not religious pursuit, we conclude that PCO is
    not a religious institution or society as contemplated by
    section 427.1(9) [now section 427.1(8)].
    
    Id. at 802.
    In summary, we said, “Granting tax exempt status to PCO
    would exalt form over substance . . . .” 
    Id. at 805.
    6
    No detailed study of chapter 499A is needed to conclude that a
    purported cooperative arrangement which lacks economic substance
    does not fall within the purview of the chapter and should not qualify for
    the Iowa Code section 441.21(11) tax benefit.                    Section 499A.1(1)
    authorizes “[o]wnership of residential, business property on a cooperative
    basis.” Iowa Code § 499A.1(1) (2011) (emphasis added). If ownership is
    not, in reality, on a cooperative basis, the tax benefit does not accrue.
    Just as Iowa Code section 427.1(8) does not define “religious institution
    or society,” so too Iowa Code chapter 499A and section 441.21(11) do not
    define the term “cooperative.” But in the same way that taxing entities
    are entitled to look behind the labels to determine whether an entity is
    actually a religious institution, likewise they can examine whether the
    entity is, in practical terms, a cooperative.           A de facto single-member
    cooperative has no more validity for tax purposes than a religious order
    limited to one nuclear family. See Parshall Christian 
    Order, 315 N.W.2d at 805
    .
    Indeed, a hallmark feature of cooperatives is that they bring
    together multiple “persons.”         See Iowa Code § 499A.1(1) (stating that
    “[a]ny two or more persons” may organize themselves to form a
    6In   Parshall Christian Order, we determined that the taxpayer was not a
    “religious institution or society” without reaching the question whether the taxpayer’s
    property was used solely for the purposes of a religious institution or society. 
    See 315 N.W.2d at 801
    . Thus, we applied an economic substance test to the issue of whether
    the taxpayer was a particular type of entity, not needing to consider the uses served by
    that entity. Cf. 
    Krupp, 801 N.W.2d at 15
    (indicating that Iowa Code section 427.1(8)—
    unlike section 441.21(11)—expressly incorporates an actual use test).
    26
    cooperative).     But when, as here, the so-called cooperative lacks
    members who are economically distinct from each other, it is missing
    this essential feature.
    Iowa Code section 499A.11 gives additional force to this point. It
    provides that
    each member has an exclusive possessory interest in an
    apartment unit and a possessory interest in common with all
    other members in that portion of the cooperative’s real and
    personal property not constituting apartment units, and
    which creates a legal relationship of landlord and tenant
    between the cooperative and member.
    
    Id. § 499A.11.
         In addition, section 499A.18A makes each member
    “responsible for maintenance and repair of the person’s apartment unit.”
    
    Id. § 499A.18A.
    While I agree that it may be over-reading chapter 499A
    to hold that each member can only have an exclusive interest in one unit,
    and I do not believe chapter 499A prohibits members from subleasing
    their units, the section clearly contemplates that a cooperative would be
    comprised of multiple members who are economically independent of
    each other.
    I acknowledge that Krupp presented a similar situation: The only
    members of the purported cooperative were the Krupps—presumably a
    husband and wife—who together owned the entire twenty-four-unit
    apartment 
    complex. 801 N.W.2d at 11
    . Hence, as in the present case,
    there was a unitary economic entity that engaged in legal mitosis purely
    for tax reasons.    As here, the transactions in Krupp lacked economic
    substance. Krupp, however, rejected the economic substance test in a
    footnote.    
    Id. at 15
    n.2.   For these reasons, I believe Krupp should be
    overruled.
    Krupp gave considerable weight to language in Iowa Code section
    441.21(11) which provides that “ ‘residential property’ includes all land
    27
    and buildings of multiple housing cooperatives organized under chapter
    499A . . . .”   
    Id. at 15
    (second emphasis added) (quoting Iowa Code
    § 441.21(11) (2007)). In the court’s view, this language unambiguously
    established an “organizational test” as the only standard a cooperative
    must meet to receive preferred tax treatment. 
    Id. It thus
    foreclosed any
    reliance on whether the so-called cooperative actually operated as a
    cooperative. 
    Id. While this
    is not an unreasonable interpretation of section
    441.21(11), it does not persuade me.       I think the phrase—“organized
    under chapter 499A”—was simply intended by the legislature to nail
    down the type of cooperative being referred to. I am not convinced that
    by using this rather plain vanilla phrase “organized under,” which
    appears in hundreds of Iowa statutes, the legislature specifically meant
    to establish a limited “organizational test” as the entire test for whether a
    cooperative qualified for residential tax treatment. To put it another way,
    I view the phrase “organized under” as being a floor, i.e., the cooperative
    had to have been organized under chapter 499A, rather than a ceiling,
    i.e., the cooperative would always get the tax benefit as long as it was
    organized under chapter 499A.
    To bolster its conclusion, the Krupp court suggested that when the
    legislature enacted section 441.21(11) in 1995, see 1995 Iowa Acts ch.
    157, § 1, it may have been weighing in on a controversy raised by the
    then-pending case of City of Newton v. Board of Review, 
    532 N.W.2d 771
    (Iowa 1995), overruled on other grounds by 
    Krupp, 801 N.W.2d at 13
    n.1.
    See 
    Krupp, 801 N.W.2d at 16
    . City of Newton involved a retirement home
    that was owned by one entity (WRS) and leased by it to another entity
    (Park Centre, the purported 
    cooperative). 532 N.W.2d at 772
    .       The
    residents of the retirement home had entered into agreements with WRS
    28
    that provided them with life estates. 
    Id. at 772–73.
    However, in rejecting
    Park Centre’s request for residential tax treatment as a cooperative, we
    indicated that one should look at “the purpose underlying” the tax
    benefit. 
    Id. at 774.
    The members of this cooperative had “no rights to
    ownership or management of the enterprise.” 
    Id. While City
    of Newton was pending but before it was decided, the
    legislature enacted what is now Iowa Code section 441.21(11). See 1995
    Iowa Acts ch. 157, § 1. If the legislature was weighing in, it is important
    to note the legislature effectively ruled against Park Centre; that entity
    would have lost the case under section 441.21(11) just as surely as it lost
    under the reasoning of City of Newton. That is because the legislation
    required the cooperative to own the land and buildings—i.e., “all land
    and buildings of multiple housing cooperatives”—which Park Centre
    didn’t do.   Thus, the legislation would have enabled the questionable
    Park Centre-type of cooperative to be nipped in the bud.
    To read this legislation as undermining the ensuing City of Newton
    decision seems misguided to me. In all likelihood, if we believed our City
    of Newton decision was a dead end due to the recent enactment of
    section 441.21(11), we would have said so in City of Newton. We did not.
    Hence, I read the phrase “organized under chapter 499A” in
    section 441.21(11) not as drawing a technical distinction between how a
    cooperative was initially organized and how it operates, but simply as
    importing chapter 499A’s overall requirements into section 441.21(11).
    Another important point is that the legislature said “organized under
    chapter 499A,” not “organized under section 499A.1.”        This certainly
    implies that sections other than 499A.1, the only section dealing with
    initial organization, are relevant to the inquiry.
    29
    Additionally, as the debate between the majority and the dissent in
    this case illustrates, it is difficult to draw a line between organization and
    operations.    They blend into each other.          Is a cooperative validly
    organized under section 499A.1(1) if there never was an intent to operate
    “on a cooperative basis” as provided in section 499A.1(1)? Organization
    and operations to me are two sides of the same coin.
    In the dissent’s view, favorable tax treatment is simply a matter of
    getting some paperwork in order.           Once the cooperative has been
    established   with   the   usual    boilerplate   filings   executed   by   two
    strawperson nominees, the organizational test has been met and
    everything else is irrelevant.     That can’t be right.     If the dissent were
    correct, the cooperative would never have to advance beyond its initial
    formation and would never have to have any members. It could totally
    flaunt the other requirements of chapter 499A so long as the
    requirements of section 499A.1 were satisfied.          After all, the dissent
    would say, the cooperative was “organized” properly and that is the only
    thing that matters. Everything else concerns operations.
    Note that the dissent is consistent and would give the owner of the
    real estate favorable residential tax treatment even if the “cooperative’s
    plans fall through . . . , it never builds residential units, and it never
    admits members to the cooperative.” With respect, I think the members
    of the general assembly would drop their jaws when considering this
    outcome. This would mean an ordinary commercial developer could get
    a fifty percent tax break merely by filing technically compliant section
    499A.1 paperwork—without ever following through on anything.                The
    developer would not even have to pretend to establish a cooperative-type
    arrangement, as here. That is not what the general assembly intended.
    30
    Yet the dissent has a valid point. Normally we allow new entities to
    be formed with the aid of organizers or incorporators who serve a largely
    ministerial role, before being quickly replaced. Doing it any other way is
    often impractical, because until the entity is up and running it may be
    unclear who is going to be involved with it. The irony is that under the
    majority’s view of the organizational test, it will be harder for bona fide
    cooperatives to qualify than for Potemkin cooperatives such as Dolphin.
    It is easier for a faux cooperative to organize itself, as the majority
    demands, than for a real one to do so.
    In sum, I agree with the majority that the cooperative here fails
    even a limited organizational test. However, going beyond the majority, I
    would also hold that any such cooperative should be disregarded for tax
    purposes because it fails the economic substance test. Without doubt,
    this cooperative was set up only for tax reasons, and it lacks an essential
    attribute of a chapter 499A cooperative, namely, that its members be
    economically independent.           For these reasons, I would reverse the
    summary judgment entered by the district court. 7
    7I recognize that stare decisis is a reason not to overrule Krupp. However, Krupp
    was decided only four years ago, and this is the first time we have been called upon to
    apply it. 
    See 801 N.W.2d at 9
    . For reasons discussed above, I believe Krupp’s rejection
    of an actual use test for cooperatives is not merely an incorrect reading of the statute,
    but also leads to an unworkable distinction between a cooperative’s organization and its
    operations.
    31
    #13–1031, Dolphin v. Bd. of Review
    ZAGER, Justice (dissenting).
    I respectfully dissent.        In my opinion, Dawley and McMenimen
    were   qualified     to    act   as   the    organizers     of   Dolphin   Residential
    Cooperative, Inc. (Dolphin) and satisfied the requirements of Iowa Code
    section 499A.1(1) (2011). Thus, Dolphin was properly organized under
    chapter 499A and is entitled to favorable tax treatment by virtue of its
    status as a residential cooperative.             I would affirm the decision of the
    district court.
    The statutory language the majority concentrates on is “organize
    themselves     for   the    following   or       similar   purposes:   Ownership    of
    residential, business property on a cooperative basis.”                    Iowa Code
    § 499A.1(1).      According to the majority, this language suggests the
    organizers cannot organize others, but instead must organize themselves.
    Thus, it concludes Dawley and McMenimen cannot serve as the
    organizers of Dolphin because they did not intend to have a future
    interest in the cooperative. In other words, the majority injects an intent
    requirement into our meaningful organizational test that has no basis in
    the statute or our caselaw. In effect, the majority’s analysis imposes a
    new requirement that the organizers of a residential cooperative also
    form its initial membership base. In my opinion, these requirements are
    not supported by the plain and ordinary language of the statute and are
    further undermined by a broader examination of chapter 499A as a
    whole. Moreover, these requirements are wholly illogical and contrary to
    our decision in Krupp Place 1 Co-op, Inc. v. Board of Review, 
    801 N.W.2d 9
    (Iowa 2011).
    The plain language of the statute provides: “Any two or more
    persons of full age, a majority of whom are citizens of the state, may
    32
    organize themselves . . . .”    Iowa Code § 499A.1(1) (emphasis added).
    Webster’s Third New International Dictionary defines “any” as “one
    indifferently out of more than two : one or some indiscriminately of
    whatever kind.” Webster’s Third New International Dictionary 97 (unabr.
    ed. 2002). As we have previously noted, “ ‘A more comprehensive word
    than “any” could hardly be employed.           It means indiscriminate, or
    without limitation or restriction.’ ”    Iowa-Ill. Gas & Elec. Co. v. City of
    Bettendorf, 
    241 Iowa 358
    , 364, 
    41 N.W.2d 1
    , 4–5 (1950) (quoting
    Commonwealth v. One 1939 Cadillac Sedan, 
    45 A.2d 406
    , 409 (Pa. Super.
    Ct. 1946)). Given the legislature’s use of the broad term “any,” I cannot
    conclude the statute requires inquiry into the intent of a cooperative’s
    organizers.
    Moreover, read in its entirety, chapter 499A clearly does not
    require the organizers of a residential cooperative to have any direct
    interest in the cooperative either at the time of its organization or at
    some point in the future. See Miller v. Marshall County, 
    641 N.W.2d 742
    ,
    749 (Iowa 2002) (“We must read each provision of a statute together,
    without according undue importance to any single provision.”). Nor does
    the statute in any way contemplate the de facto member-organizer
    requirement now imposed by the majority.              Chapter 499A clearly
    distinguishes between organizers, directors, and members, establishing
    different roles for each. The legislature’s use of distinct terms to refer to
    different classes of persons who take part in the process of forming,
    operating, and participating in a chapter 499A cooperative manifests its
    intent that these participants serve different functions. See 
    Miller, 641 N.W.2d at 749
    (“We assume the legislature intends different meanings
    when it uses different terms in different portions of a statute.”).      The
    legislature also clearly demonstrated its ability to differentiate between
    33
    these participants and established different rights and duties for each
    distinct class. See, e.g., Iowa Code §§ 499A.1(1) (establishing organizers’
    duty to “adopt, and sign and acknowledge the articles of incorporation”),
    .2A (establishing directors’ duty to adopt initial bylaws), .3C (establishing
    members’ right to vote), .19 (establishing members’ right to elect
    directors). Had the legislature intended to require that the organizers of
    a residential cooperative possess an interest in a chapter 499A
    cooperative or that they ultimately become members of the cooperative, it
    could have stated as much as it has in other contexts.         See, e.g., 
    id. § 496C.6
    (“One or more individuals having capacity to contract, each of
    whom is licensed to practice in this state a profession which the
    professional corporation is to be authorized to practice, may act as
    incorporators of a professional corporation.”      (Emphasis added.)); 
    id. § 499.5(2)
    (“All individual incorporators of agricultural associations must
    be engaged in producing agricultural products . . . .” (Emphasis added.)).
    But nothing in chapter 499A requires the organizers of a residential
    cooperative to have any interest in the cooperative or to become members
    of the cooperative.   We should not, under the pretext of construction,
    read these requirements into the statute. Bank of Am., N.A. v. Schulte,
    
    843 N.W.2d 876
    , 880 (Iowa 2014) (“Under the pretext of construction, we
    may not extend a statute, expand a statute, or change its meaning.”).
    Significantly, nothing in chapter 499A requires the organizers of a
    residential cooperative to continue with the organization in any capacity
    after they file the articles of incorporation with the secretary of state and
    the cooperative becomes a corporate body. Under the statute, organizers
    serve a largely administrative function.     Iowa Code section 499A.1(1)
    defines the function of organizers:
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    The organizers shall adopt, and sign and acknowledge the
    articles of incorporation, stating the name by which the
    cooperative shall be known, the location of its principle place
    of business, its business or objects, the number of directors
    to conduct the cooperative’s business or objects, the names
    of the directors for the first year, the time of the cooperative’s
    annual meeting, the time of the annual meeting of its
    directors, and the manner in which the articles may be
    amended.
    Further, outside of section 499A.1(1), chapter 499A makes no further
    reference to the organizers whatsoever. See Iowa Code §§ 499A.2–.25.
    The majority conflates the duties of a cooperative’s organizers with
    those of its directors and, by extension, its members.          The majority
    states, “It is thus entirely reasonable to require that organizers with such
    important powers should have a direct interest in the residential
    cooperative itself rather than be a bystander with no direct interest in the
    enterprise.” (Emphasis added.) But are the administrative powers listed
    above all that important? More significantly, where has the legislature
    made this judgment in the statute?         The answer, of course, is that it
    hasn’t.
    More fundamentally, under the statute once the cooperative comes
    into existence, its initial members need not, and perhaps cannot, be
    ascertained. Thus, it is illogical to read the statute as requiring that the
    organizers of a cooperative possess an interest in the cooperative, that
    members be organizers, or that all organizers become members. In fact,
    after the articles of incorporation are filed with the secretary of state, and
    before membership certificates are ever issued, Iowa Code section 499A.2
    provides that the organization “shall become a body corporate” and “have
    power . . . [t]o purchase, take, receive, lease . . . , take by gift, devise or
    bequest, or otherwise acquire, and to own, hold, use and otherwise deal
    in and with any real or personal property or any interest therein.” 
    Id. § 499A.2(4).
    Section 499A.2A further provides that the initial bylaws of
    35
    the cooperative shall be adopted by the cooperative’s board of directors.
    
    Id. § 499A.2A.
    It also provides that “[p]rior to the admission of members
    to the cooperative, the power to alter, amend, or repeal the bylaws or
    adopt new bylaws is vested in the board of directors.”       
    Id. § 499A.2A.
    These sections plainly contemplate a period in which a chapter 499A
    cooperative may have no members yet nevertheless legally operate.
    Problematically, the majority’s logic applies to any two or more
    individuals who decide to organize themselves as a cooperative, not just
    these attorney organizers.    The purpose of the cooperative may be to
    purchase undeveloped real estate, build an apartment complex on the
    real estate, and sell each of the residential units.          Perhaps the
    cooperative’s plans fall through after acquiring the real estate, it never
    builds residential units, and it never admits members to the cooperative.
    Are we to conclude that the cooperative was not properly organized? Is
    the cooperative not entitled to favorable tax treatment with respect to
    property acquired and held during that period simply because its plans
    were unsuccessful?     Maybe the organizers never intended to build the
    apartments, but instead intended to hold the real estate for investment
    purposes.   The point is, in determining whether the cooperative was
    properly organized, we wouldn’t look back and make a judgment about
    the original motive and intent of the organizers. Neither should we make
    an inquiry about the original motive and intent of the organizers as part
    of our meaningful organizational test here.
    Finally, the majority’s interpretation of the statute in essence
    requires that we revive the “actual use” test we explicitly rejected in
    Krupp only four years ago.      
    See 801 N.W.2d at 16
    (“By enacting the
    amendment with an organizational test, the legislature avoided a fact
    intensive ‘actual use’ test . . . .”).    Take the previous example of the
    36
    cooperative that has its building plans fall through after acquiring some
    undeveloped real estate.   How would the majority decide whether that
    cooperative was properly organized under chapter 499A? It never got to
    the membership phase; thus, we can’t compare its members to its
    organizers. The only way to determine whether the property it holds is
    entitled to favorable tax treatment is to look to its actual operation
    during the interim period and ask: Was it actively making plans to go
    forward with what looks like a cooperative? This is plainly inconsistent
    with Krupp, in which we held that “[t]he only fact finding required under
    [Iowa Code] section 441.21(11) is whether the property is owned by an
    entity organized under chapter 499A” and declined to look at the actual
    use of the property in classifying it for tax purposes. 
    Id. at 15–16.
    In the
    future, courts will have to take a fact-intensive look behind the curtain
    and consider who the cooperative’s organizers were, who its initial
    members were, who the members are now, what the organizers and
    initial members’ intentions were, and how the cooperative is operating.
    This patently contradicts both the holding and spirit of Krupp.
    The statute and our decision in Krupp plainly do not contemplate
    the requirement that an organizer have a direct interest in the
    cooperative or the de facto member-organizer requirement now imposed
    by the majority.   Thus, in my opinion, Dawley and McMenimen were
    qualified to act as the organizers of the Dolphin cooperative. Further,
    Dawley and McMenimen satisfied the organizational requirements of
    section 499A.1(1). Section 499A.1(1) requires: 1) that there be “two or
    more persons of full age”; 2) a majority of those persons must be “citizens
    of the State”; 3) those persons must “adopt, and sign and acknowledge
    the articles of incorporation,” which must contain specific information;
    and 4) those persons must follow delineated procedures in filing the
    37
    articles of incorporation with the secretary of state.     See Iowa Code
    § 499A.1(1).   Here, it is undisputed that Dawley and McMenimen are
    persons, there are two of them, and they are both over the age of
    eighteen.    It is undisputed that they are both citizens of Iowa.     It is
    undisputed that they adopted, signed, and acknowledged the articles of
    incorporation and that the articles contained the necessary information.
    It is undisputed that they filed the articles with the secretary of state on
    December 22, 2011, and that on December 23 the Iowa secretary of state
    issued a document entitled “Acknowledgment of Document Filed,”
    confirming Dolphin’s articles of incorporation were effective as of
    December 22. Consequently, Dawley and McMenimen clearly satisfy our
    meaningful organizational test. See 
    Krupp, 801 N.W.2d at 15
    (“[C]hapter
    499A imposes only an ‘organizational test,’ with no reference to the
    property’s actual use.”). Dolphin was properly organized and is entitled
    to favorable tax treatment by virtue of its status as a residential
    cooperative.
    There is no statutory or logical basis for inquiring into the motive
    or intent of the organizers of a cooperative, or for considering whether the
    organizers have some direct interest in the cooperative either at the time
    of its organization or at some point in the future. Neither is there any
    statutory or logical basis for the de facto member-organizer requirement
    now imposed by the majority. The majority’s new requirements are not
    supported by the statute and are plainly inconsistent with our holding in
    Krupp.      These considerations should have nothing to do with our
    analysis.
    The elephant in the room is that the majority, and the local taxing
    authorities, don’t like the loss of tax revenue resulting from the
    conversion of property from a commercial to a residential tax status. But
    38
    the impression that these property owners are somehow taking
    advantage of the law should not really be our concern. The legislature
    made the policy decision to tax residential cooperatives more favorably.
    If people are upset about this, they should make their concerns known to
    the legislature, which has the power to correct this perceived injustice. I
    don’t believe it is for this court to arbitrarily adopt additional
    requirements not provided for in the statute to achieve this result.
    Dolphin was properly organized.      I would affirm the decision of the
    district court.
    Waterman, J., joins this dissent.