reglab/housing_qa huggingface dataset:
TN Code § 43-38-118 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 1 - General Provisions|§ 43-38-118. Required Records and Information

 A cooperative shall keep at its principal executive office, or at another place or places within the United States determined by the board:   A current list of the full names and last-known business, residence or mailing addresses of the chief manager, secretary and each member and governor;   A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights and a description of the rights assigned;   A copy of the articles and all amendments to the articles;   Copies of the currently effective bylaws and any agreements concerning classes or series of membership interests;   Copies of the cooperative's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;   Financial statements required by § 43-38-119 and accounting records of the cooperative;   Records of all proceedings of members, if any;   Any written consents obtained from members under this chapter;   Records of all proceedings of the board of directors for the last three (3) years;   A statement of all contributions accepted under § 43-38-501, the identity of the contribution and the agreed value of the contribution;   A copy of all contribution agreements and contribution allowance agreements; and   A copy of the cooperative's most recent annual report delivered to the secretary of state under § 43-38-120.
TN Code § 43-38-119 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 1 - General Provisions|§ 43-38-119. Preparation of Annual Reports

  A cooperative shall prepare financial statements at least annually, which may be consolidated or combined statements of the cooperative and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the reporting period and an income statement for that period. If financial statements are prepared for the cooperative on the basis of generally accepted accounting principles, the financial statements of any subsidiary must also be prepared on that basis. If requested in writing by any member or holder of financial rights, the cooperative shall furnish the statements to such person as set out in subsection (c).   If the annual financial statements are reported by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the chief manager or the person responsible for the cooperative's accounting records:  Stating that person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and   Describing any respects in which the statements were not prepared on a basis for accounting consistent with the statements prepared for the preceding year.     A cooperative shall mail the annual financial statements to each requesting member or holder of financial rights, within one (1) month after notice of the request; provided however, that with respect to the financial statements for the most recently completed fiscal year, the statements shall be mailed to the member within four (4) months after the close of the fiscal year.
TN Code § 43-38-120 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 1 - General Provisions|§ 43-38-120. Filing of Annual Reports — Required Information — Currency of Report — Time of Filing

  Each domestic cooperative shall deliver to the secretary of state for filing an annual report that sets forth:  The name of the cooperative and the jurisdiction under whose law it is incorporated;   The street address and zip code of its registered office and the name of its registered agent at that office in this state;   The street address, including the zip code, of its principal executive office;   The names and business addresses, including the zip code, of its board;   The names and business addresses, including the zip code, of its managers or equivalent;   The federal employer identification number (FEIN) of the cooperative, or if such number has not been obtained, a representation that it has been applied for; and   The number of members of the cooperative at the date of filing.     Information in the annual report shall be current as of the date the annual report is executed on behalf of the cooperative.   Every cooperative shall file the annual report with the secretary of state on or before the first day of the fourth month following the end of the close of the cooperative's fiscal year.
TN Code § 43-38-121 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 1 - General Provisions|§ 43-38-121. Indemnification

 Subject to such standards and restrictions, if any, as are set forth in its articles or bylaws, a cooperative may, and shall have the power to, indemnify and hold harmless any member or officer or other person from and against any and all claims and demands whatsoever.
TN Code § 43-38-123 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 1 - General Provisions|§ 43-38-123. Management of Property and Assets

  A cooperative may, by affirmative vote of a majority of the board present, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of directors considers expedient, and without member approval:   Sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business;   Grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business; or   Transfer any or all of its property to a business entity all the ownership interests of which are owned by the cooperative.     Unless the articles require it, approval by the members of a transaction described in subdivision (a)(1) is not required.     A cooperative, by affirmative vote of a majority of the board of directors present, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its good will, not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of directors considers expedient, when approved at a regular or special meeting of the members by the affirmative vote of the owners of a majority of the voting power of the interests entitled to vote. Written notice of the meeting must be given to all members whether or not they are entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the cooperative.   Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by its current chair of the board of directors or authorized agents.   The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by the statutes of this state.
TN Code § 43-38-124 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 1 - General Provisions|§ 43-38-124. Promulgation of Rules and Regulations — Destruction of Records

 The secretary of state has the authority and is empowered to perform the duties required of the secretary of state by this chapter including, without limitation, the authority to promulgate necessary and appropriate rules and regulations pursuant to the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, and the power to destroy any records in the secretary of state's office concerning a cooperative ten (10) years after such cooperative has dissolved, withdrawn from the state or has had its certificate of authority revoked.
TN Code § 43-38-125 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 1 - General Provisions|§ 43-38-125. Deputies of the Secretary of State

 An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under this chapter is the equivalent of the act of the secretary of state; provided, however, that the deputy signs the name of the secretary of state by the deputy as deputy.
TN Code § 43-38-201 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 2 - Organization of Cooperative|§ 43-38-201. Organizational Purpose

 A cooperative may be formed and organized on a cooperative plan as provided under this title, to market, process, or otherwise change the form or marketability of crops, livestock and other agricultural products, including manufacturing and further processing of those products and other purposes that are necessary or convenient to facilitate the production or marketing of agricultural products by patron members and other purposes that are related to the business of the cooperative; to provide supplies and services to its members; and for purposes that cooperatives are authorized by law.
TN Code § 43-38-202 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 2 - Organization of Cooperative|§ 43-38-202. Organizers — Date of Formation

  A cooperative may be organized by one (1) or more individuals who are adult natural persons, who may act for themselves as individuals or as the agents of other entities, by filing with the secretary of state articles for the cooperative that contain the information required by § 43-38-203. The organizers forming the cooperative need not be members of the cooperative. Unless a delayed effective date is specified in the articles, the cooperative is formed and its existence begins when the articles are filed with the secretary of state.   If the date of formation is the date of filing of the articles, the secretary of state's acceptance for filing of the articles is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation or existence of the cooperative or to dissolve the cooperative involuntarily.   If the date of formation of the cooperative is later than the date of filing of the initial articles with the secretary of state, the organizers or any member may, within thirty (30) days after the date of actual formation, file a certificate of formation that states that the cooperative was formed and the date of formation. If a certificate of formation is not filed within one hundred twenty (120) days from the date of initial filing of the articles, the presumed effective date of the formation shall be on the ninetieth day following the date of filing of the articles. The presumption, however, can be rebutted.   If the date of formation of the cooperative is later than the date of filing of the initial articles with the secretary of state, the secretary of state's acceptance for filing of the certificate of formation is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation or existence of the cooperative or to dissolve the cooperative involuntarily.
TN Code § 43-38-204 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 2 - Organization of Cooperative|§ 43-38-204. Existence — Duration

  The existence of a cooperative shall begin when the articles are filed with the secretary of state.   A cooperative shall have a perpetual duration unless the cooperative provides for a limited period of duration in the articles of organization.
TN Code § 43-38-301 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 3 - Bylaws|§ 43-38-301. Bylaws — Provisions —Amendments

  A cooperative shall have bylaws in writing governing the cooperative's business affairs, structure, the qualifications, classification, rights and obligations of members, and the classifications, allocations and distributions of membership interests.   The bylaws of a cooperative may be adopted or amended by the board of directors as provided in subsection (c), or at a regular or special members' meeting if:  The notice of the regular or special meeting contains a statement that the bylaws or restated bylaws will be voted upon and copies are included with the notice, or copies are available upon request from the cooperative and summary statement of the proposed bylaws or amendment is included with the notice;   A quorum is registered as being present or represented by mail or alternative voting method if the mail or alternative voting method is authorized by the board; and   The bylaws or amendment is approved by a majority vote cast, or, for a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the bylaws or amendment is approved by a proportion of the vote cast or a number of the total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.     Until the next annual or special members' meeting, the majority of directors may adopt and amend bylaws for the cooperative that are consistent with subsection (d). Bylaws may be further amended or repealed by the members at an annual or special members' meeting.   Bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that are not inconsistent with law or the articles, and shall include the following:  The number of directors, and the qualifications, manner of election, powers, duties, and compensation, if any, of directors;   The qualifications of members and any limitations on their number;   The manner of admission, withdrawal, suspensions, and expulsion of members; and   Generally, the governance rights, financial rights, assignability of governance and financial rights, and other rights, privileges and obligations of members and their membership interests, which may be further described in member control agreements.
TN Code § 43-38-302 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 3 - Bylaws|§ 43-38-302. Approval of and Agreement to Bylaws — Vote to Amend — Enforcement

  Except as otherwise provided in the articles, the bylaws must initially be agreed to by all members or the organizer or organizers. Any person becoming a member after the bylaws have been adopted by the organizers or the members will be deemed to have agreed to the bylaws.   Unless otherwise provided in the articles or the bylaws, the amendment of the bylaws shall require the vote of members necessary to amend the articles.    A court of equity may enforce the bylaws by injunction or by such other equitable relief as the court in its discretion determines to be fair and appropriate in the circumstances.   As an alternative to injunctive or other equitable relief, when § 43-38-1015 is applicable, a court of equity may conduct or continue the dissolution and winding up of the cooperative.   Notwithstanding any provision of law to the contrary, any agreement to give dissolution avoidance consent, whether or not contained in the articles, the bylaws or other agreement entered into before the event of dissolution, is not specifically enforceable.
TN Code § 43-38-303 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 3 - Bylaws|§ 43-38-303. Emergency Bylaws

  Unless the article provides otherwise, the board of directors or the organizers of a cooperative may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the cooperative during the emergency, including:  Procedures for calling a meeting of the board of directors;   Quorum requirements for the meeting; and   Designation of additional or substitute directors.     All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.   Action taken in good faith in accordance with the emergency bylaws:  Binds the cooperative; and   May not be used to impose liability on a director, officer, employee or agent of the cooperative.
TN Code § 43-38-401 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 4 - Articles of Cooperative|§ 43-38-401. Amendment of Articles — No Vested Property Rights Conferred

  A cooperative may amend its articles at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.   A member of a cooperative does not have a vested property right resulting from any provision in the articles or bylaws, including provisions relating to management control, capital structure, distribution, entitlement or purpose or duration of the cooperative.
TN Code § 43-38-402 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 4 - Articles of Cooperative|§ 43-38-402. Procedure for Amending Articles

  The articles of a cooperative shall be amended as follows:  The board by majority vote shall pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached mail ballot, if the board has provided for a mail ballot in the resolution or alternative method approved by the board and stated in the resolution, shall be mailed or distributed with a regular or special meeting notice to each member. The notice shall designate the time and place of the meeting for the proposed amendment to be considered and voted on; and   If a quorum of the members is registered as being present or represented by alternative vote at the meeting, the proposed amendment is adopted:  If approved by a majority of the votes cast; or   For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the amendment is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.       After an amendment has been adopted by the members, the amendment shall be signed by the chair, vice-chair, records officer, or assistant records officer and a copy of the amendment filed in the office of the secretary of state.   A certificate shall be prepared stating:  The vote and meeting of the board adopting a resolution of the proposed amendment;   The notice given to members of the meeting at which the amendment was adopted;   The quorum registered at the meeting; and   The vote cast adopting the amendment.     The certificate shall be signed by the chair, vice-chair, records officer or financial officer and filed with the records of the cooperative.   A majority of directors may amend the articles if the cooperative does not have any members with voting rights.
TN Code § 43-38-403 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 4 - Articles of Cooperative|§ 43-38-403. Filing of Amendments

 A cooperative amending its articles of organization shall deliver to the secretary of state for filing articles of amendment setting forth:   The name of the cooperative;   The text of each amendment adopted;   The date of each amendment's adoption;   If an amendment was duly adopted by the board of directors without member action, a statement to that effect and that member action was not required; and   If an amendment was duly adopted by the members, a statement to that effect.
TN Code § 43-38-404 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 4 - Articles of Cooperative|§ 43-38-404. Restatement of Articles

  A cooperative's board of directors may restate its articles at any time with or without member action.   The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in § 43-38-402.   If the board of directors submits a restatement for member action, the cooperative shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 43-38-512. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.   A cooperative restating its articles shall deliver to the secretary of state the restated articles, setting forth the name of the cooperative and the text of the restated articles, together with a certificate setting forth:  Whether the restatement contains an amendment to the articles requiring member approval and, if it does not, that the board of directors adopted the restatement; or   If the restatement contains an amendment to the articles requiring member approval, the information required by § 43-38-403.     If the restatement contains an amendment to the articles, it shall be designated in the heading “Amended and Restated Articles”.   The restated articles must contain all the requirements of articles as set forth in § 43-38-203.   Duly adopted and restated articles supersede the original articles and all prior amendments to the articles.   The secretary of state may certify restated articles as the articles currently in effect without including the certificate information required by subsection (d).
TN Code § 43-38-405 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 4 - Articles of Cooperative|§ 43-38-405. Court Ordered Plan of Reorganization

  A cooperative's articles may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles after amendment contain only provisions required or permitted by § 43-38-203.   The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:  The name of the cooperative;   The text of each amendment approved by the court;   The date of the court's order or decree approving the articles of amendment;   The title of the reorganization proceeding in which the order or decree was entered; and   A statement that the court had jurisdiction of the proceeding under federal statute.     Members of a cooperative undergoing reorganization do not have dissenters' rights, except as and to the extent provided in the reorganization plan.   This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.