WATERMAN, Justice.
In this appeal, we must determine whether a nonprofit corporation, the Iowa Individual Health Benefit Reinsurance Association (IIHBRA), has the capacity to sue its members for unpaid assessments it is statutorily obligated to collect and, if so, whether this case is subject to mandatory arbitration under Iowa Code section 679A.19 (2013). The IIHBRA was created under Iowa Code chapter 513C (1997) and incorporated under chapter 504A.
For the reasons explained below, we hold the IIHBRA has the capacity to sue its members in district court for unpaid assessments. The 2001 amendment to chapter 513C left intact the IIHBRA's capacity to sue under chapter 504A, and the IIHBRA is not an "administrative department, commission or board of the state government" subject to mandatory arbitration under section 679A.19. Accordingly, we vacate the decision of the court of appeals, reverse the district court's dismissal order, and remand the case for further proceedings.
This appeal involves two statutes addressing access to health insurance, specifically high-risk policies for individuals with preexisting medical conditions. An overview of this legislation provides context for the issues on appeal. In 1986, the legislature enacted Iowa Code chapter 514E, which created the Iowa Comprehensive Health Insurance Association (ICHIA). See 1986 Iowa Acts ch. 1156, § 2 (codified at Iowa Code § 514E.2 (1987)). The ICHIA issues its own individual and group health insurance policies to eligible Iowans. See Iowa Code § 514E.2 (2013). The goal of chapter 514E was to provide health insurance to Iowans unable to obtain affordable coverage on the private market. See id. The insurance commissioner determined the ICHIA program was underutilized and, in 1994, issued a bulletin reminding private health insurers of their obligation under section 514E.11 to notify applicants of the option to purchase ICHIA policies whenever the insurer rejected the applicant or offered coverage at a higher rate. Therese M. Vaughan, Iowa Ins. Div., Bulletin No. 94-6 Utilization of Iowa Comprehensive Health Association's Policy Services (1994), rescinded by Nick Gerhart, Iowa Ins. Div., Bulletin No. 13-4 — Rescission of Insurance Division Bulletins 4 (2013).
In 1995, the legislature enacted Iowa Code chapter 513C, the Individual Health Insurance Market Reform Act. 1995 Iowa Acts ch. 5, §§ 3-13 (codified at Iowa Code ch. 513C (1997)). The legislature expressed the goal of this Act as follows:
Iowa Code § 513C.2 (1997). Section 10 created the IIHBRA, a nonprofit corporation organized under Iowa Code chapter 504A. Id. § 513C.10(1). Membership in the IIHBRA is mandatory for health insurance companies selling coverage in Iowa, as well as health maintenance organizations, fraternal societies, and self-insured employers that offer health benefit plans subject to state insurance regulation. Id. The members are required to "report the amount of earned premiums and the associated paid losses for all basic and standard plans." Id. § 513C.10(7). The IIHBRA uses these reports to determine and collect a yearly assessment from healthcare providers to spread the cost of providing health insurance to Iowans who cannot afford to pay market rates for high-risk policies. Id. § 513C.10(10).
In 2001, the legislature amended chapters 513C and 514E to merge the boards of directors of the IIHBRA and the ICHIA and delete from chapter 513C the enumeration of certain powers, including the power to sue. See id. § 513C.10(5); 2001 Iowa Acts ch. 125, § 5. The amendment left intact the IIHBRA's duty to ascertain and collect assessments from its members. See Iowa Code § 513C.10(3) (2003). No prohibition on suits was added. Another amendment in 2003 clarified the members' obligation to report data and pay assessments to the IIHBRA. 2003 Iowa Acts ch. 91, § 26 (codified at Iowa Code § 513C.10(6) (2005)).
The IIHBRA filed this civil action on November 1, 2013. The IIHBRA's petition alleges that the State University of Iowa (SUI), Iowa State University of Science and Technology (ISU), and the University of Northern Iowa (UNI) (collectively, the universities) are members required to submit annual reports and pay assessments due under Iowa Code chapter 513C. In 2010, the universities submitted their reports but failed to pay their assessments. The IIHBRA alleges the following assessments are owed for 2010: $508,030 from SUI, $198,852 from ISU, and $78,131 from UNI, plus interest and costs. In 2011, the universities failed to submit reports or pay any assessments. The IIHBRA demands payment of the assessments as well as injunctive relief requiring annual reporting by the universities.
On January 17, 2014, the universities filed a preanswer motion to dismiss the petition. The universities conceded solely for purposes of the motion (and this appeal) that they are members of the IIHBRA, which they otherwise deny. The motion to dismiss asserted two grounds: (1) that the IIHBRA lacks the capacity to sue based on the 2001 amendment to chapter 513C; and (2) that the district court lacks subject matter jurisdiction because the IIHBRA is required to arbitrate this case under Iowa Code section 679A.19, which governs disputes between "administrative departments, commissions, and boards of the state government." The IIHBRA resisted on both grounds. The IIHBRA argued that its capacity to sue under Iowa Code section 504.302(1) was
On August 28, the district court, without reaching the arbitration issue, granted the universities' motion to dismiss on the first ground. The district court ruled that the 2001 amendment to chapter 513C "revoke[d] the authority to sue which [the legislature] had previously bestowed upon IIHBRA."
The IIHBRA appealed, and we transferred the case to the court of appeals, which affirmed the dismissal without reaching the arbitration issue. The court of appeals concluded that the 2001 amendment eliminated the IIHBRA's power to sue. We granted the IIHBRA's application for further review.
"We review a district court's ruling on a motion to dismiss for the correction of errors at law." Shumate v. Drake Univ., 846 N.W.2d 503, 507 (Iowa 2014) (quoting Mueller v. Wellmark, Inc., 818 N.W.2d 244, 253 (Iowa 2012)). We accept the petition's well-pleaded factual allegations as true, but not its legal conclusions. Id.; see also Estate of Dyer v. Krug, 533 N.W.2d 221, 222 (Iowa 1995) (reviewing for correction of errors at law a ruling dismissing petition on grounds that plaintiff lacked the capacity to sue). We review rulings on statutory construction for correction of errors at law. Schaefer v. Putnam, 841 N.W.2d 68, 74 (Iowa 2013). Our standard of review of rulings on subject matter jurisdiction is also for correction of errors at law. Id. (noting court's inherent power to determine subject matter jurisdiction).
This appeal presents two questions of statutory interpretation. First, we must decide whether the legislature intended in 2001 to eliminate the IIHBRA's power to sue its members to collect assessments that the organization remained obligated to collect under chapter 513C and its members remained obligated to pay.
We begin our analysis with familiar rules of statutory interpretation. An entity created by statute is "limited in power to that authority granted by the legislature to it." Llewellyn v. Iowa State Commerce Comm'n, 200 N.W.2d 881, 884 (Iowa 1972). "The goal of statutory construction is to determine legislative intent." Star Equip., Ltd. v. State, 843 N.W.2d 446, 455 (Iowa 2014) (quoting Auen v. Alcoholic Beverages Div., 679 N.W.2d 586,
Id. (quoting 59 Am. Jur. 2d Parties § 24 (1987)).
The fighting issue is the effect of the 2001 amendment to chapter 513C. See 2001 Iowa Acts ch. 125. The universities argue the 2001 amendment to chapter 513C stripped the IIHBRA of its capacity to sue by deleting a provision expressly empowering it to sue. The district court and court of appeals agreed. The IIHBRA argues the 2001 amendment merely removed "duplicative language" and left intact its express power to sue in Iowa Code section 504.302. We agree that the 2001 amendment did not eliminate the IIHBRA's capacity to sue.
Because the IIHBRA is a non-profit corporation created by statute, the Iowa Code must establish the IIHBRA's capacity to sue. See Llewellyn, 200 N.W.2d at 884 (holding entities created by statute can only exercise the powers granted to them by the legislature). We construe the 2001 amendment "mindful of the state of the law" at the time it was enacted and of our duty to "harmonize the statute, if possible, with other statutes on the same subject matter." Jud. Branch v. Iowa Dist. Ct., 800 N.W.2d 569, 576 (Iowa 2011) (quoting State v. Dann, 591 N.W.2d 635, 638 (Iowa 1999)). "When an amendment to a statute adds or deletes words, a change in the law will be presumed unless the remaining language amounts to the same thing." Davis v. State, 682 N.W.2d 58, 61 (Iowa 2004).
A review of the history of the legislation is instructive. The Act that created the IIHBRA stated that "a nonprofit corporation is established" and "shall be incorporated under chapter 504A." 1995 Iowa Acts ch. 5, § 12 (codified at Iowa Code § 513C.10(1) (1997)). The IIHBRA's duties included collecting reports from members, calculating the amount of earned premiums and associated paid losses for basic and standard insurance plans, and making assessments and distributions according to the statute to equalize the gains and losses reported. Id. (codified at Iowa Code § 513C.10(7)-(11)). As a nonprofit corporation, the IIHBRA enjoyed powers under chapter 504A. Iowa Code
Id. The enabling legislation that created the IIHBRA nevertheless included a redundant power to sue:
1995 Iowa Acts ch. 5, § 12 (emphasis added) (codified at Iowa Code § 513C.10(5)(b) (1997)). The parties agree the IIHBRA had the authority to sue members to recover assessments and compel reporting under the original enabling legislation.
The parties disagree whether that power was eliminated by the 2001 amendment to chapter 513C. As part of the 2001 amendment, section 513C.10(5)(b), which stated the IIHBRA had the power to sue, was indeed deleted. 2001 Iowa Acts ch. 125, § 5. The universities, district court, and court of appeals seized on that deletion to conclude the IIHBRA was thereby deprived of its capacity to sue. But we must construe the 2001 amendment in light of the related statutes and the purpose of chapter 513C. Significantly, the 2001 amendment left unchanged the IIHBRA's status as a nonprofit corporation under chapter 504A.
So what was the purpose of the 2001 amendment? Plainly, to merge the boards of directors of the ICHIA and the IIHBRA for greater efficiency. By its terms, the 2001 amendment provided that the IIHBRA, which previously had its own board of directors,
The legislative history confirms the purpose of the 2001 amendment was to merge the board of directors of the ICHIA and the IIHBRA. The preamble to the 2001 amendment stated the Act
2001 Iowa Acts ch. 125. The amendment was accompanied by a bill explanation stating in relevant part,
H.F. 733, 79th G.A., 1st Sess., explanation (Iowa 2001) (emphasis added); see Star Equip., 843 N.W.2d at 454 & n. 3 (noting explanations attached to bills are indications of legislative intent).
Notably, the 2001 amendment did not eliminate the IIHBRA's statutory duty to collect reports and assessments from its
The universities rely on Iowa Code section 504.301(2), which now provides that nonprofit corporations regulated under another statute are subject to the restrictions in that statute. Section 504.301(2), however, was not in the Iowa Code in 2001. See 2004 Iowa Acts ch. 1049, § 24 (codified at Iowa Code § 504.301 (2005)). Its predecessor, chapter 504A, did not contain an equivalent provision limiting the powers of a nonprofit corporation subject to regulation by statute. See Iowa Code ch. 504A (2001).
Subsequent amendments to section 513C.10 reinforce our conclusion that the IIHBRA retained its capacity to sue. In 2003, the legislature again amended section 513C.10 to add this section regarding members' obligation to comply with reporting requirements and pay assessments:
2003 Iowa Acts ch. 91, § 26 (emphasis added) (codified at Iowa Code § 513C.10(6) (2005)). The amendment's preamble described the Act as "relating to insurance, including ... calculation of assessments by the Iowa individual health benefit reinsurance association, [and] payment of certain insurance fees." 2003 Iowa Acts ch. 91. This amendment expressly authorized the IIHBRA to require its members to file the annual reports and stated its members were liable for any assessment. A person who is "liable" is "bound or obligated according to law or equity." Liable, Webster's Third New International Dictionary (unabr. ed.2002). Again, we do not believe the legislature intended to leave the IIHBRA powerless to enforce its members' obligations.
After this 2003 amendment to chapter 513C, the statute governing nonprofit corporations was changed to state, "A corporation engaging in an activity that is subject to regulation under another statute... shall be subject to all limitations of the other statute." 2004 Iowa Acts ch. 1049, § 24 (codified at Iowa Code § 504.301
The universities contended at oral argument that the insurance commissioner has the authority to sue for the IIHBRA, obviating the IIHBRA's need to litigate on its own behalf. However, no provision in chapter 513C grants the insurance commissioner the power to sue members of the IIHBRA. Other statutes expressly grant the insurance commissioner power to file a civil action.
We recognize the insurance commissioner has broad powers to enforce the insurance laws of this state. See Iowa Code § 505.8(1) (2013) ("The commissioner of insurance shall ... enforce all the laws of the state relating to federal and state insurance business transacted in the state."). We need not decide whether the insurance commissioner could sue members of the IIHBRA to collect unpaid assessments. In either case, there is nothing inconsistent in allowing the IIHBRA to have the power to sue to enforce the statute it administers.
For these reasons, we hold the IIHBRA has the capacity to sue its members to compel reporting and to collect assessments owed under chapter 513C. We next consider whether the IIHBRA's civil action may proceed in district court or instead is subject to mandatory arbitration.
Iowa Code § 679A.19 (emphasis added). The plain language of the statute limits its application to administrative departments,
If the legislature had intended to make the IIHBRA a board, commission, or department, it presumably would have used one of those terms to describe it, as it has done in numerous other statutes creating such entities. The legislature identifies boards of state government as "boards" in our statutes. See, e.g., Iowa Code § 272C.1(6) (2013) (defining "licensing board" to include thirty-one different positions or boards created pursuant to statute).
The IIHBRA notes other indications that it is not an arm of state government. The employees of the IIHBRA are not paid by the State of Iowa. By contrast, the staff members of state boards and commissions are state employees. Most of the members of the IIHBRA are private entities. A majority of its board of directors are private persons or representatives of private insurers, although our state boards and commissions are also populated with private citizens. The IIHBRA is represented by private legal counsel, while the universities and other state boards, commissions, and departments are represented by the Iowa Attorney General. The IIHBRA is funded by its assessments collected primarily from private sources. It does not receive appropriations or funding from the State treasury (except indirectly to the extent public entities pay assessments).
Section 679A.19 was enacted to reduce the costs of resolving disputes between two state agencies. When this provision was proposed, the purpose of the bill was to lower litigation costs for internecine disputes between state departments:
H.F. 594, 58th G.A., Reg. Sess., explanation (Iowa 1959). This case is not a dispute between two public entities with both sides represented by the attorney general at public expense — the recurring situation this statute was enacted to address.
The universities note that the legislature has created various nonprofit corporations for economic development and research purposes through statutes that expressly provide the entity is not a state agency or subject to the privileges or requirements of a state agency. See, e.g., Iowa Code § 7D.15 (creating the public policy research foundation under chapter 504, noting it "is not a state agency and shall not exercise any sovereign power of the state," and providing "the state is not liable for any debts of the foundation"); id. § 15E.64 (authorizing the Iowa capital investment corporation and providing that it "is not a public corporation or instrumentality of the state and shall not enjoy any
In their appellate brief, the universities raise for the first time a state constitutional challenge to any assessment against them under Iowa Code chapter 513C, as violating article VII, section 1 of the Iowa Constitution, which provides,
The universities, relying on Grout v. Kendall, 195 Iowa 467, 192 N.W. 529 (1923), argue this provision prohibits the state from "incurring obligations by the indirect method of secondary liability." They contend, "The assessments at issue are redistributed to cover the losses of private insurance carriers. The Regents would thus become responsible for the debts of a corporation, which is constitutionally prohibited." The universities neglected to cite our more recent decision in Star Equipment, which rejected a challenge under article VII, section 1. 843 N.W.2d at 462-63. Regardless, we decline to reach the universities' constitutional challenge because they did not raise it in district court. "It is a fundamental doctrine of appellate review that issues must ordinarily be both raised and decided by the district court before we will decide them on appeal." Meier v. Senecaut, 641 N.W.2d 532, 537 (Iowa 2002). The universities may raise that constitutional issue on remand, and we express no opinion on its merits.
For these reasons, we vacate the opinion of the court of appeals and reverse the district court ruling that granted the universities' motion to dismiss. We remand this case for further proceedings consistent with this opinion.