reglab/housing_qa huggingface dataset:
TN Code § 43-38-612 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-612. Meetings of the Board of Directors — Place — Electronic Communication — Special Meetings — Notice — Waiver of Notice

  Meetings of the board of directors may be held from time to time as provided in the articles or bylaws at any place within or without the state that the board of directors may select or by any means described in subsection (b). If the board of directors fails to select a place for a meeting, the meeting must be held at the principal executive office, unless the articles or bylaws provide otherwise.    Unless the articles or bylaws provide otherwise, the board of directors may permit any or all directors to participate by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting and the minutes may reflect this.   A meeting held by electronic communication shall be deemed held at the location required by this section, articles or bylaws.     Unless the articles or bylaws provide otherwise, the chief manager or the lesser of a majority of the directors or two (2) directors may call a special meeting of the board of directors by giving two (2) days' notice to all directors of the date, time and place of the meeting. The notice need not state the purpose of the meeting, unless this chapter, the articles or the bylaws require it.   If the day or date, time, and place of a board of directors' meeting have been provided in the articles or bylaws, or a regular meeting date, time and place have been established by the board of directors, no notice of the meeting is required. Notice of an adjourned meeting need not be other than by announcement at the meeting at which adjournment is taken; provided, that the period of adjournment does not exceed one (1) month for any one (1) adjournment.    A director may waive any notice required by this section, the articles or bylaws before or after the date and time stated in the notice. Except as provided in subdivision (e)(2), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or other records of the cooperative.   A director's attendance at or participation in a meeting waives any required notice to the director of the meeting, unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
TN Code § 43-38-613 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-613. Quorum of the Board

  Unless the articles or bylaws require a different number, a quorum of a board of directors consists of:  A majority of the fixed number of directors, if the cooperative has a fixed board size; or   A majority of the number of directors prescribed under the articles or bylaws, or if no number is prescribed, the number in office immediately before the meeting begins, if the cooperative has a variable-range board.     The articles or bylaws may authorize a quorum of a board of directors to consist of no fewer than one third (1/3) of the fixed or prescribed number of directors determined under subsection (a).   If a quorum is present, the affirmative vote of a majority of directors present is the act of the board of directors, unless the act, articles or bylaws require the vote of a greater number of directors.   If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion or number otherwise required for a quorum.   A director who is present at a meeting of the board of directors when cooperative action is taken is deemed to have assented to the action taken unless:  The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting business at the meeting;   The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or   The director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the cooperative immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
TN Code § 43-38-614 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-614. Action Without a Meeting of the Board of Directors

   Unless the articles or bylaws provide otherwise, an action required or permitted to be taken at a board of directors' meeting may be taken without a meeting. If all directors consent to taking the action without a meeting, the affirmative vote for the number of directors that would be necessary to authorize or take the action at a meeting is the act of the board of directors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director in one (1) or more counterparts, indicating the signing director's vote or abstention on the action, and shall be included in the minutes or filed with the cooperative's records reflecting the action taken.   Notwithstanding subdivision (a)(1), the articles or bylaws may provide for written director action to be taken without all directors consenting to the waiver of actual meeting, but this consent must be of at least two thirds (2/3) of the directors.     The written action is effective when the last required director signs the action, unless a different effective time is provided in the written action.   If the articles or bylaws permit written action and waiver of meetings by less than all directors, all directors must be notified immediately of the action's text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken by this written action.   A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Any action requiring a meeting by the board of directors is satisfied by a consent signed under this section.
TN Code § 43-38-615 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-615. Creation of Committees

  Unless the articles or bylaws provide otherwise, the board of directors may create one (1) or more committees. A committee may consist of one (1) member. All members of committees of the board of directors who exercise powers of the board of directors must be members of the board of directors and serve at the pleasure of the board of directors.   The creation of a committee and appointment of a member or members to it must be approved by the greater of:  A majority of all the directors in office when the action is taken; or   The number of directors required by the articles or bylaws to take action under § 43-38-613.     Sections 43-38-612 — 43-38-614, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.   To the extent specified by the board of directors or in the articles or bylaws, each committee may exercise the authority of the board of directors under § 43-38-603.   A committee may not:  Authorize distributions, except according to a formula or method prescribed by the board of directors;   Fill vacancies on the board of directors or on any of its committees;   Adopt, amend, or repeal bylaws; or   Authorize or approve the issuance or sale or contract for sale of shares or determine the designation and relative rights, preferences, and limitation of a class or series of shares, except that the board of directors may authorize a committee, or senior executive officer of the cooperative, to do so within limits specifically prescribed by the board of directors.     The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 43-38-616.
TN Code § 43-38-616 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-616. Standards for Directors

  A director shall discharge the duties of the position as a director, including duties as a member of a committee, in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinary prudent person in a like position would exercise under similar circumstances.    A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by:  One (1) or more officers or employees of the cooperative whom the director reasonably believes to be reliable and competent in the matters presented;   Legal counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; or   A committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.     A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subdivision (b)(1) unwarranted.     A director is not liable for any action taken as a director, or any failure to take action, if the director performed the duties of the office in compliance with subsections (a) and (b).   A director's personal liability to the cooperative or its members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles or bylaws; such provisions shall not eliminate or limit the liability of a director for the following:  For any breach of the director's duty or loyalty to the cooperative or its members; however, the articles or bylaws may define the duty loyalty in a manner to reflect the understanding of the parties; provided, that this definition is not manifestly unreasonable under the circumstances;   For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;   Under § 43-38-904; or   For any act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.     Notwithstanding anything to the contrary in this section, the articles or bylaws may define the standard of conduct for directors in a manner to reflect the understanding of the parties; provided, that this definition is not manifestly unreasonable under the circumstances.   A person alleging a violation of this section has the burden of proving the violation.
TN Code § 43-38-618 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-618. Officers

 The cooperative shall have a president and a secretary who shall not be the same person, and such other officers as may be elected or appointed by the board of directors in accordance with § 43-38-619.
TN Code § 43-38-619 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-619. Election or Appointment of Officers

 The board of directors shall elect or appoint, in a manner set forth in the articles or bylaws or in a resolution approved by the affirmative vote of a majority of the directors present, a president, secretary and any other officers or agents the board of directors considers necessary or desirable for the operation and management of the cooperative. These officers and agents have the powers, rights, duties, responsibilities, and terms of office provided for in the articles or bylaws, or as determined by the board of directors.
TN Code § 43-38-620 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-620. Residency Requirements for Officers

 Officers need not be residents of this state or members of the cooperative, unless the articles or bylaws so require. The articles or bylaws may prescribe other qualifications for officers.
TN Code § 43-38-621 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-621. Standards for Officers

  An officer with discretionary authority shall discharge all duties under that authority:  In good faith;   With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and   In a manner the officer reasonably believes to be in the best interest of the cooperative.     In discharging these duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  One (1) or more officers or employees of the cooperative, or a subsidiary of the cooperative, whom the officer reasonably believes to be reliable and competent in the matter presented; or   Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.     An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.   An officer is not liable for any action taken as an officer or any failure to take any action, if the officer performed the duties of office in compliance with this section.
TN Code § 43-38-622 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-622. Resignation or Removal of Officers

  An officer may resign at any time by delivering notice to the cooperative. A resignation is effective when the notice is delivered, unless the notice specifies a later effective date. If a resignation is made effective at a later date and the cooperative accepts the future effective date, the cooperative's board of directors may fill the pending vacancy before the effective date. The cooperative's board of directors may fill the pending vacancy before the effective date, if the board of directors provides that the successor does not take office until the effective date.   A board of directors may remove any officer at any time with or without cause, and any officer or assistant officer, if appointed by another officer, may likewise be removed by that officer.
TN Code § 43-38-701 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 7 - Derivative Proceedings|§ 43-38-701. Derivative Actions

 A member may not commence a proceeding in the name of a domestic cooperative, unless the member was a member of the cooperative when the transaction complained of occurred, or unless the member becomes a member through transfer by operation of law from one who was a member at that time.
TN Code § 43-38-702 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 7 - Derivative Proceedings|§ 43-38-702. Complaint

 A complaint in a proceeding brought in the name of a cooperative must allege with particularity the demand made, if any, to obtain action by the board of directors or officers, and either that the demand was refused or ignored, or why the member did not make a demand.
TN Code § 43-38-703 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 7 - Derivative Proceedings|§ 43-38-703. Court Approval Needed to Discontinue or Settle a Proceeding

 A proceeding commenced under this part may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the cooperative or a class of members and holders of financial rights, the court shall direct that notice be given the members and holders of financial rights affected. If notice is so directed to be given, the court may determine which one (1) or more parties to the suit shall bear the expense of giving the notice, in the proportions the court finds to be reasonable in the circumstances, and the amount of the expense shall be awarded as special costs of the suit and recoverable in the same manner as other taxable costs.
TN Code § 43-38-704 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 7 - Derivative Proceedings|§ 43-38-704. Expenses

  On termination of the proceeding the court may require the plaintiff to pay the defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding, if it finds that the proceeding was commenced without reasonable cause.   If a derivative action is successful in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable counsel fees. If anything is so received by the plaintiff, the court shall make the award of the plaintiff's expenses payable out of those proceeds and direct the plaintiff to remit to the cooperative the remainder thereof, and if those proceeds are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that the award of the plaintiff's expenses or portion thereof be paid by the cooperative.
TN Code § 43-38-705 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 7 - Derivative Proceedings|§ 43-38-705. Equitable Relief

 If a cooperative or an officer or director of the cooperative violates a provision of this chapter, a court in this state may, in an action brought by a member of the cooperative, grant any equitable relief it considers just and reasonable in the circumstances and award expenses, including counsel fees and disbursements, to the member.
TN Code § 43-38-801 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-801. Part Definitions

 As used in this part, unless the context otherwise requires:   “Cooperative” means a cooperative whose members have obtained rights to dissent under § 43-38-802(a), and includes any successor by merger;   “Dissenter” means a member who is entitled to dissent from cooperative action under § 43-38-802(a) and who exercises that right when and in the manner required under this part;   “Fair value” means the value of the dissenter's membership interest of a cooperative immediately before the effective date of the cooperative action referred to in § 43-38-802(a), excluding any appreciation or depreciation in anticipation of the cooperative action;   “Interest” means interest from the effective date of the action referred to in § 43-38-802(a) that gave rise to the member's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of six (6) months, or the closest maturity to that date, as of the auction date for such treasury bills closest to the effective date; and   “Member” includes a former member when dissenter's rights exist because:  The membership of the former member has terminated causing dissolution; and   The dissolved cooperative has then entered into a merger under § 43-38-122 or § 43-38-123.
TN Code § 43-38-802 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-802. Actions Entitling Member to Dissent

  A member of a cooperative is entitled to dissent from and obtain payment of the fair value, as determined under § 43-38-807, of the member's membership interests in the event of any of the following cooperative actions:  Consummation of a plan or merger to which the cooperative is a party;   Consummation of a sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the cooperative not made in the usual or regular course of the cooperative's business, but not including a disposition in dissolution described in § 43-38-1009(b), or a disposition pursuant to an order of a court, or a disposition for cash on terms requiring that all or substantially all of the net proceeds of disposition be distributed to the members in accordance with their respective membership interests within one (1) year after the date of disposition;   Except as provided in the articles or bylaws in effect when the person becomes a member or placed in the agreement without the opposing vote of the member, an amendment of the articles or bylaws that materially and adversely affects the rights or preferences of the membership interests of the dissenting member because it:  Alters or abolishes a preferential right of the membership interests;   Alters or abolishes a preemptive right of the owner of the membership interests to make a contribution;   Excludes or limits the right of a member to vote on a matter, or to cumulate votes, except as the right may be excluded or limited through the acceptance of contributions or the marking of contribution agreements pertaining to membership interests with similar or different voting rights; or   Establishes or changes the conditions for or consequences of expulsion;     An amendment to the articles or bylaws that materially and adversely affects the rights or preferences of the membership interests of the dissenting member because it:  Changes a member's right to resign or retire; or   Alters or abolishes a right in respect of the remedies of the membership interests, including a provision respecting a sinking fund for the redemption or repurchase of membership interests; and     Any other cooperative action taken pursuant to a member vote to the extent the articles, the bylaws, or a resolution approved by the members provides that dissenting members are entitled to dissent and obtain payment for their membership interests.     A member entitled to dissent and obtain payment for the member's membership interest under this part may not challenge the cooperative action creating the member's entitlement unless the action is unlawful or fraudulent with respect to the member or the cooperative.