reglab/housing_qa huggingface dataset:
TN Code § 43-38-1002 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1002. Voluntary Dissolution

  A cooperative may be voluntarily dissolved by the written consent of its members in accordance with § 43-38-1008.   A cooperative's board of directors may propose dissolution for submission to the members.   For a proposal to dissolve to be adopted:  The board of directors shall recommend dissolution to the members unless the board of directors determines that because of a conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members; and   The members entitled to vote shall approve the proposal to dissolve as provided in subsection (f).     The board of directors may condition its submission of the proposal for dissolution on any basis.   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 must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the cooperative and that dissolution must be followed by the winding up and termination of the cooperative.   Unless the articles or the board of directors, acting pursuant to subsection (d), require a greater vote or a vote by voting groups, if the proposed dissolution is approved at a meeting by a majority vote, the cooperative must be dissolved and notice of dissolution shall be filed with the office of the secretary of state pursuant to § 43-38-1008.
TN Code § 43-38-1003 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1003. Grounds for Administrative Dissolution

 The secretary of state may commence a proceeding under § 43-38-1004 to dissolve administratively the cooperative if:   The cooperative does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;   The cooperative is without a registered agent or registered office in this state for two (2) months or more;   The name of a cooperative contained in a document filed pursuant to this chapter fails to comply with § 43-38-105;   The cooperative does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;   The cooperative delivers to the secretary of state's office a check, bank draft, money order or other such instrument for payment of any fee and it is dishonored upon presentation for payment; or   A director, officer, member or other representative of a cooperative signs a document the person knew was false in any material respect with the intent that the document be delivered to the secretary of state for filing.
TN Code § 43-38-1004 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1004. Procedure for and Effect of Administrative Dissolution

  If the secretary of state determines that one (1) or more grounds exist under § 43-38-1003 for dissolving a cooperative, the secretary of state shall serve the cooperative with written communication of the secretary of state's determination in accordance with §§ 43-38-110 and 43-38-111, except that the determination may be sent by first class mail.   If the cooperative does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication in accordance with §§ 43-38-110 and 43-38-111, the secretary of state shall administratively dissolve the cooperative by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the cooperative in accordance with §§ 43-38-110 and 43-38-111, except that the certificate may be sent by first class mail.   A cooperative administratively dissolved continues its existence but may not carry on any business, except that necessary to wind up and liquidate its business and affairs under § 43-38-1009 and notify claimants under § 43-38-1010.   The administrative dissolution of a cooperative does not terminate the authority of its registered agent.
TN Code § 43-38-1005 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1005. Reinstatement Following Administrative Dissolution

  A cooperative administratively dissolved under § 43-38-1004 may apply to the secretary of state for reinstatement following administrative dissolution. The application must:  Recite the name of the cooperative at the date of its administrative dissolution;   State that the ground or grounds for dissolution either did not exist or have been eliminated; and   State a cooperative name that satisfies the requirements of § 43-38-105.      If the secretary of state determines that the application contains the information required by subsection (a) and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the cooperative in accordance with § 43-38-110.   If the cooperative name in subdivision (a)(3) is different than the cooperative name in subdivision (a)(1), the application of reinstatement shall constitute an amendment to the articles insofar as it pertains to the cooperative's name.     When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the cooperative shall resume carrying on its business as if the administrative dissolution had never occurred.
TN Code § 43-38-1006 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1006. Appeal From Denial of Reinstatement

  If the secretary of state denies a cooperative's application for reinstatement following administrative dissolution, the secretary of state shall serve the cooperative under §§ 43-38-110 and 43-38-111 with a written notice that explains the reason or reasons for denial.   The cooperative may appeal the denial of reinstatement to the chancery court of Davidson County within thirty (30) days after service of the notice of denial. The cooperative may appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the cooperative's application for reinstatement, and the secretary of state's notice of denial.   The court may summarily order the secretary of state to reinstate the dissolved cooperative or may take other action the court considers appropriate.   The court's final decision may be appealed as in other civil proceedings.
TN Code § 43-38-1007 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1007. Articles of Termination Following Administrative Dissolution

  When a cooperative that has been administratively dissolved wishes to terminate its existence, it may do so without first being reinstated, by delivering to the secretary of state for filing articles of termination following administrative dissolution setting forth:  The name of the cooperative;   The date that termination of cooperative existence was authorized;   That the resolution authorizing termination was duly adopted by the members;   A copy of the resolution or the written consent authorizing the termination; and   A statement that all the assets of the cooperative have been distributed to its creditors and members.     If the secretary of state finds that the articles of termination following administrative dissolution comply with the requirements of subsection (a), the secretary of state shall file the articles of termination following administrative dissolution. Upon this filing, the existence of the cooperative shall cease, except that the termination of cooperative existence shall not take away or impair any remedy to or against the cooperative or its members, directors or officers for any right or claim existing or any liability incurred, prior to the termination. Any such action or proceeding by or against the cooperative may be prosecuted or defended by the cooperative in its cooperative name. The members, directors or officers shall have the power to take such cooperative or other action as may be appropriate to protect the remedy, right or claim.   Sections 43-38-1003 — 43-38-1007 shall apply to the administrative dissolution of any domestic cooperative.
TN Code § 43-38-1008 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1008. Filing Notice of Dissolution and Effect

  If dissolution of the cooperative is approved pursuant to § 43-38-1002(a), the cooperative shall file with the secretary of state a notice of dissolution that contains:  The name of the cooperative; and   If the dissolution is approved pursuant to § 43-38-1002(f), the date of the meeting at which the resolution was approved, and a statement that the requisite vote of the members was received, or that members validly took action without a meeting.     When the notice of dissolution has been filed with the secretary of state, the cooperative shall cease to carry on its business, except to the extent necessary for the winding up of the business of the cooperative. The members shall retain the right to revoke the dissolution in accordance with § 43-38-1013 and the right to remove or appoint directors or officers. The cooperative existence continues to the extent necessary to wind up the affairs of the cooperative until the dissolution is revoked or articles of termination are filed with the secretary of state.   As part of winding up, the cooperative may participate in a merger with another cooperative or one (1) or more domestic business entities under §§ 43-38-122 and 43-38-123, but the dissolved cooperative shall not be the surviving business entity.   The filing with the secretary of state of a notice of dissolution does not affect any remedy in favor of the cooperative or any remedy against it or its members, directors, or officers in those capacities, except as provided in § 43-38-1010.
TN Code § 43-38-1009 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1009. Collection and Payment of Debts — Transfer of Assets — Distribution to Members

  After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible to:  Collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for shares; and   Pay or make provision for the payment of all debts, obligations and liabilities of the cooperative according to their priorities.     After the notice of intent to dissolve has been filed with the secretary of state, the board may sell, lease, transfer or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.   Tangible and intangible property, including money, remaining after the discharge of the debts, obligations and liabilities of the cooperative may be distributed to the members and former members as provided in the bylaws. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.
TN Code § 43-38-1011 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1011. Claims Against Dissolving Cooperative

 The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative or arbitration proceedings concerning the claim by two (2) years after the date the notice of intent to dissolve is filed with the secretary of state.
TN Code § 43-38-1012 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1012. Filing of Articles of Termination Upon Dissolution and Completion of Winding Up of Cooperative

  The articles of termination shall be filed with the secretary of state upon the dissolution and the completion of winding up the cooperative.   Articles of termination shall set forth:  The name of the cooperative;   The date of filing of its articles of organization;   The reason for the filing of the articles of termination;   Whether known and potential creditors and claimants have been notified of the dissolution under § 43-38-1010; and   Any other information that the person filing the articles of termination determines necessary or desirable to include.
TN Code § 43-38-1013 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1013. Revocation of Dissolution Proceedings

  Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state.   The chair may call a members' meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the members' meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members' meeting by a majority of the members of the cooperative, or for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.   After the revocation of dissolution is authorized, the cooperative may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth:  The name of the cooperative;   The effective date of the dissolution that was revoked;   The date that the revocation of dissolution was authorized;   If the cooperative board of directors, or incorporators, revoked the dissolution, a statement to that effect;   If the cooperative's board of directors revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and   If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members and a copy of the resolution or the written consent authorizing the revocation of dissolution.     If a revocation of dissolution is effective, it relates back to and takes effect upon the effective date of the dissolution and the cooperative shall resume carrying on its business as if dissolution had never occurred.
TN Code § 43-38-1014 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1014. Termination of Existence

 The existence of the cooperative is terminated upon the filing of articles of termination with the secretary of state.
TN Code § 43-38-1015 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1015. Dissolution Under the Supervision of the Court

 After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor, may apply to a court within the county where the registered address is located to have the dissolution conducted or continued under the supervision of the court as provided in § 43-38-1018.
TN Code § 43-38-1016 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1016. Judicial Intervention

 A court may grant any equitable relief it considers just and reasonable in the circumstances or may dissolve a cooperative or direct that the dissolved entity is merged into another or new cooperative or other entity on the terms and conditions the court deems equitable.
TN Code § 43-38-1017 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1017. Judicial Dissolution

  On application by the attorney general and reporter, or by or for a member, the court may decree dissolution of a cooperative whenever it is not reasonably practicable to carry on the business in conformity with the articles and the operating agreement.   The dissolution is effective upon the decree of dissolution becoming final and not eligible for appeal. The decree shall be filed with the office of the secretary of state.
TN Code § 43-38-1018 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1018. Procedure for Judicial Dissolution

  In dissolution proceedings, before a hearing is completed, the court may:  Issue injunctions;   Appoint receivers with all powers and duties that the court directs;   Take actions required to preserve the cooperative's assets wherever located; and   Carry on the business of the cooperative.     After a hearing is completed, on notice the court directs to be given to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative's assets, including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of shares. A receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative either at public or private sale.   The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the following order of priority:  The costs and expenses of the proceedings, including attorneys' fees and disbursements;   Debts, taxes and assessments due the United States, this state and other states in that order;   Claims duly proved and allowed to employees under the workers' compensation act, except that claims under this clause may not be allowed if the cooperative has carried workers' compensation insurance, as provided by law, at the time the injury was sustained;   Claims, including the value of all compensation paid in a medium other than money, proved and allowed to employees for services performed within three (3) months preceding the appointment of the receiver, if any; and   Other claims proved and allowed.     After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members or distributed pursuant to an approved liquidation plan.
TN Code § 43-38-1019 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1019. Receivership

  A receiver shall be a natural person or a domestic corporation in this state. A receiver shall give a bond as directed by the court with the sureties required by the court.   A receiver may sue and defend in all courts as receiver of the cooperative. The court appointing the receiver has exclusive jurisdiction of the cooperative and its property.   The receiver and the court appointed receiver shall have the same powers and duties as a court appointed receiver would have pursuant to § 48-24-303.
TN Code § 43-38-1020 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1020. Filing of Claims

  In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the court administrator or with the receiver in a form prescribed by the court.   If the court requires the filing of claims, the court shall:  Set a date, by order, at least one hundred twenty (120) days after the date the order is filed, as the last day for the filing of claims; and   Prescribe the notice of the fixed date that shall be given to creditors and claimants.     Before the fixed date, the court may extend the time for filing claims. Creditors and claimants failing to file claims on or before the fixed date may be barred, by order of court, from claiming an interest in or receiving payment out of the property or assets of the cooperative.
TN Code § 43-38-1021 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1021. Discontinuation of Dissolution for Lack of Cause

 The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings, if it is established that cause for dissolution does not exist. The court shall dismiss the proceedings and direct the receiver, if any, to redeliver to the cooperative its remaining property and assets.
TN Code § 43-38-1022 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1022. Court Order Dissolving Cooperative

  In an involuntary or supervised voluntary dissolution, after the costs and expenses of the proceedings and all debts, obligations and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been distributed to its members, or if its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations and liabilities, when all the property and assets have been applied so far as they will go to their payment according to their priorities, the court shall enter an order dissolving the cooperative.   When the order dissolving the cooperative or association has been entered, the cooperative or association is dissolved.
TN Code § 43-38-1023 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1023. Certified Copy of Dissolution

 After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state may not charge a fee for filing the dissolution order.