reglab/housing_qa huggingface dataset:
TN Code § 43-38-803 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-803. Submitting Action Creating Dissenter's Right to Vote

  If proposed cooperative action creating dissenter's rights under § 43-38-802 is submitted to a vote at a members' meeting, the meeting notice must state that members are or may be entitled to assert dissenter's rights under this part and be accompanied by a copy of this part.   If cooperative action creating dissenter's rights under § 43-38-802 is taken without a vote of the members, the cooperative shall notify in writing all members entitled to assert dissenter's rights that the action was taken and send them the dissenter's notice described in § 43-38-805.   A cooperative's failure to give notice pursuant to this section will not invalidate the cooperative action.
TN Code § 43-38-804 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-804. Procedure for Asserting Dissenter's Rights

  If proposed cooperative action creating dissenter's rights under § 43-38-802 is submitted to vote at a members' meeting, a member who wishes to assert dissenter's rights:  Must deliver to the cooperative, before the vote is taken, written notice of the member's intent to demand payment for the member's membership interest if the proposed action is effectuated; and   Must not vote the member's membership interest in favor of the proposed action. No written notice of intent to demand payment is required of any member to whom the cooperative failed to provide the notice required by § 43-38-803.     A member who does not satisfy the requirements of subsection (a) is not entitled to payment for the member's membership interest under this part.
TN Code § 43-38-805 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-805. Written Notice to Members

  If proposed cooperative action creating dissenter's rights under § 43-38-802 is authorized at a members' meeting, the cooperative shall deliver a written dissenter's notice to all members who satisfied the requirements of § 43-38-804.   The dissenter's notice must be sent no later than ten (10) days after the cooperative action was authorized by the members or effectuated, whichever is the first to occur, and must:  State where the payment demand must be sent;   Supply a form for demanding payment that includes the date of the first announcement to news media or to members of the principal terms of the proposed cooperative action and requires that the person asserting dissenter's rights certify whether or not the member acquired membership interest before that date;   Set a date by which the cooperative must receive the payment demand, which date may not be fewer than one (1) nor more than two (2) months after the date required in subsection (a) is delivered; and   Be accompanied by a copy of this part, if the cooperative has not previously sent a copy of this part to the member pursuant to § 43-38-803.
TN Code § 43-38-806 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-806. Duty to Demand Payment

  A member sent a dissenter's notice described in § 43-38-805 must demand payment and certify whether the member acquired the membership interest before the date required to be set forth in the dissenter's notice pursuant to § 43-38-805(b)(2).   The member who demands payment under subsection (a) retains all other rights of a member until these rights are cancelled or modified by the effectuation of the proposed cooperative action.   A member who does not demand payment by the date set in the dissenter's notice is not entitled to payment for the member's membership interest under this part.   A demand for payment filed by a member may not be withdrawn unless the cooperative with which it was filed, or the surviving cooperative consents to the withdrawal.
TN Code § 43-38-807 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-807. Payment of Fair Value of Dissenter's Membership Interest

  Except as provided in § 43-38-809, as soon as the proposed cooperative action is effectuated, or upon receipt of a payment demand, whichever is later, the cooperative shall pay each dissenter who complied with § 43-38-806 the amount the cooperative estimates to be the fair value of the dissenter's membership interest, plus accrued interest.   The payment must be accompanied by:  The cooperative's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, and the latest available interim financial statements, if any;   A statement of the cooperative estate of the fair value of the membership interests;   An explanation of how the value of the membership interest was calculated;   A statement of the dissenter's right to demand payment under § 43-38-810; and   A copy of this part, if the cooperative has not previously sent a copy of this part to the member pursuant to § 43-38-803 or § 43-38-805.
TN Code § 43-38-808 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-808. Failure to Take Action

 If the cooperative does not effectuate the proposed action that gave rise to the dissenter's rights within two (2) months after the date set for demanding payment, the cooperative must send a new dissenter's notice under § 43-38-804 and repeat the payment demand procedure if it effectuates the proposed action.
TN Code § 43-38-809 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-809. After-Acquired Shares

  A cooperative may elect to withhold payment required by § 43-38-807 from a dissenter unless the dissenter was a member before the date set forth in the dissenters' notice as of the date of the first announcement to news media or to members of the principal terms of the proposed cooperative action.   To the extent the cooperative elects not to withhold payment under subsection (a), after effectuating the proposed cooperative action, it shall estimate the fair value of the membership interest, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The cooperative shall send with its offer a statement of its estimate of the fair value of the membership interest, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under § 43-38-810.
TN Code § 43-38-810 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-810. Procedure if Dissenter Dissatisfied With Payment or Offer

  A dissenter may notify the cooperative in writing of the dissenter's own estimate of the fair value of the dissenter's membership interest and amount of interest due, and demand payment of the dissenter's estimate, less any payment under § 43-38-807, or reject the cooperative offer under § 43-38-809 and demand payment of the fair value of membership interest and interest due, if:  The dissenter believes that the amount paid under § 43-38-807 or offered under § 43-38-809 is less than the fair value of the dissenter's membership interest or that the interest due is incorrectly calculated; or   The cooperative fails to make payment under § 43-38-807 within two (2) months after the date set for demanding payment.     A dissenter waives the right to demand payment under this section unless the dissenter notifies the cooperative of the dissenter's demand in writing under subsection (a) within one (1) month after the cooperative made or offered payment for the dissenter's membership interest.
TN Code § 43-38-811 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-811. Judicial Appraisal of Shares

  If a demand for payment under § 43-38-810 remains unsettled, the cooperative shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the cooperative does not commence the proceeding within the two-month period, it shall pay each dissenter whose demand remains unsettled the amount demanded.   The cooperative shall commence the proceeding in a court of record having equity jurisdiction in the county where the cooperative's principal executive office, or, if none in this statement, its registered office, is located.   The cooperative shall make all dissenters, whether or not residents of this state, whose demands remain unsettled, parties to the proceeding as an action against their membership interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.   The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.   Each dissenter made a party to the proceeding is entitled to judgment:  For the amount, if any, by which the court finds the fair value of the dissenter's membership interest plus accrued interest exceeds the amount paid by the cooperative; or   For the fair value, plus accrued interest, or the dissenter's after-acquired membership interests for which the cooperative elected to withhold payment under § 43-38-809.     The cooperative is entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of the dissenter's membership interest, plus accrued interest, is less than the amount paid by the cooperative to each dissenter.
TN Code § 43-38-812 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-812. Costs and Fees of Judicial Appraisal

  The court in an appraisal proceeding commenced under § 43-38-811 shall determine all costs of the proceeding including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the cooperative, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under § 43-38-810.   The court may also assess the fees and expenses of counsel and experts for the respective parties in amounts the court finds equitable:  Against the cooperative and in favor of any or all dissenters if the court finds the cooperative did not substantially comply with the requirements of §§ 43-38-802 — 43-38-810.   Against either the cooperative or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.     If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the cooperative, the court may award to counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.
TN Code § 43-38-813 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 8 - Dissenter's Rights|§ 43-38-813. Procedures as to Assignees of Financial Rights

 When an assignment of some or all of the financial rights of a membership is in effect and a copy delivered to the cooperative prior to the time described in § 43-38-807, then as to that membership interest §§ 43-38-801 — 43-38-812 must be followed, subject to the following:   All rights to be exercised and actions to be taken by a member under §§ 43-38-802 — 43-38-812 shall be taken by the member and not by any assignee of the member's financial rights. As between the cooperative and the assignees, the actions taken or omitted by the member bind the assignees;   Instead of remitting a payment under § 43-38-807, the cooperative shall forward to the dissenter member:  The materials described in § 43-38-807(b);   An offer to pay the amount listed in the materials, with that amount to be allocated among and paid to the member and the assignees of financial rights according to the terms of the assignments reflected in the required records; and   A statement of that allocation;     If the dissenter member accepts the amount of the offer made under subdivision (2) but disputes the allocation, the dissenter shall promptly so notify the cooperative and promptly after notification bring an action to determine the proper allocation. The suit must be filed in the county in which the registered office of the cooperative is located. The suit must name as parties the member, the cooperative and all assignees of the members financial rights. Upon being served with the action, the cooperative shall promptly pay into the court the amount offered under subdivision (2) and shall then be dismissed from the action;   If the dissenter considers the amount offered under subdivision (2) inadequate, the dissenter may decline the offer and demand payment under § 43-38-810. If the dissenter makes demand, §§ 43-38-811 and 43-38-812 apply, with the court having jurisdiction also to determine the correctness of the allocation; and   If the member fails to take action under either subdivision (3) or (4), then:  As to the cooperative, both the member and the assignees of the member's financial rights are limited to the amount and allocation offered under subdivision (2); and   The cooperative discharges its obligation of payment by making payment according to the amount and allocation offered under subdivision (2).
TN Code § 43-38-901 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 9 - Contribution and Distribution|§ 43-38-901. Allocation of Profits and Losses

  The bylaws shall prescribe the allocation of profits and losses between patron membership interests collectively and other membership interests. If the bylaws do not otherwise provide, the profits and losses between patron membership interests collectively and other membership interests shall be allocated on the basis of the value of contributions to capital made by the patron membership interests collectively and other membership interests and accepted by the cooperative. The allocation of profits to the patron membership interests collectively shall not be less than fifteen percent (15%) of the total profits in any fiscal year.   The bylaws shall prescribe the distribution of cash or other assets of the cooperative among the membership interests of the cooperative. If not otherwise provided in the bylaws, distribution shall be made to the patron membership interests collectively and other members on the basis of the value of contributions to capital made and accepted by the cooperative by the patron membership interests collectively and other membership interests. The distributions to patron membership interests collectively shall not be less than fifteen percent (15%) of the total distributions in any fiscal year.
TN Code § 43-38-902 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 9 - Contribution and Distribution|§ 43-38-902. Creation and Maintance of a Capital Reserve — Distribution of Net Income

  A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve.   In addition to a capital reserve, the board may, for patron membership interests:  Set aside an amount not to exceed five percent (5%) of the annual net income of the cooperative for promoting and encouraging cooperative organization; and   Establish and accumulate reserves for new buildings, machinery and equipment, depreciation, losses, and other proper purposes.     Net income allocated to patron members in excess of dividends on equity and additions to reserves shall be distributed to patron members on the basis of patronage. A cooperative may establish allocation units, whether the units are functional, divisional, departmental, geographic, or otherwise, and pooling arrangements, and may account for and distribute net income to patrons on the basis of allocation units and pooling arrangements. A cooperative may offset the net loss of an allocation unit or pooling arrangement against the net income of other allocation units or pooling arrangements.   Distribution of net income shall be made at least annually. The board shall present to the members at their annual meeting a report covering the operations of the cooperative during the preceding fiscal year.   A cooperative may distribute net income to patron members in cash, capital credits, allocated patronage equities, revolving fund certificates, or its own or other securities.   The cooperative may provide in the bylaws that nonmember patrons are allowed to participate in the distribution of net income payable to patron members on equal terms with patron members.   If a nonmember patron with patronage credits is not qualified or eligible for membership, a refund due may be credited to the patron's individual account. The board may issue a certificate of interest to reflect the credited amount. After the patron is issued a certificate of interest, the patron may participate in the distribution of income on the same basis as a patron member.
TN Code § 43-38-903 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 9 - Contribution and Distribution|§ 43-38-903. Limitations on Distribution

  No distribution may be made by a cooperative if, after giving effect to the distribution:  The cooperative would not be able to pay its debts as they became due in the normal course of business; or   The cooperative's total assets would be less than the sum of its total liabilities, plus, unless the articles or bylaws permit otherwise, the amount that would be needed if the cooperative were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of members whose preferential rights are superior to the rights of members receiving the distribution and excluding liabilities for which the recourse of creditors is limited to specified property of the cooperative, except that the fair value of property that is subject to a liability for which the recourse is limited shall be included in the assets of the cooperative only to the extent that the fair value of the property exceeds that liability.     The cooperative may base a determination that a distribution is not prohibited under subsection (a) either on:  Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or   A fair valuation or other method that is reasonable in the circumstances.     The effect of a distribution under subsection (a) is measured as:  The date the distribution is authorized if the payment occurs within four (4) months after the date of authorization; or   The date the payment is made if it occurs more than four (4) months after the date of authorization.     If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.   A cooperative's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the cooperative's indebtedness to its general unsecured creditors, except to the extent subordinated by agreement and except to the extent provided otherwise by § 43-38-1009(c).
TN Code § 43-38-904 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 9 - Contribution and Distribution|§ 43-38-904. Liability for Unlawful Distribution

  Unless the member or director complies with the applicable standards of conduct set forth in § 43-38-616, a member or director who votes for or assents to a distribution made in violation of § 43-38-903 or the articles or bylaws is personally liable to the cooperative for the amount of the distribution that exceeds what could have been distributed without violating § 43-38-903 or the articles or bylaws.   A director or member held liable for an unlawful distribution under subsection (a) is entitled to contribution:  From every other director and member who voted for or assented to the distribution; and   From each member for the amount the member accepted, knowing the distribution was made in violation of § 43-38-903 or the articles or bylaws.     Subject to subsection (d), this section shall not affect any obligation or liability of a director or member under the articles or bylaws or other applicable law for the amount of a distribution.   Unless otherwise agreed, a member who receives a distribution from a cooperative or an officer or director who votes for or assents to the distribution shall have no liability under this section or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution.
TN Code § 43-38-1001 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 10 - Dissolution and Termination|§ 43-38-1001. Dissolution by Organizers or Initial Directors

  A majority of the organizers or initial directors of a cooperative that has not issued membership interest or has not commenced business may dissolve the cooperative by delivering to the secretary of state for filing articles of dissolution and termination that set forth:  The name of the cooperative;   The date of its incorporation;   Either that:  None of the cooperative membership interest have been issued; or   The cooperative has not commenced business;     That no debt of the cooperative remains unpaid;   That the net assets of the cooperative remaining after winding up have been distributed to the members, if membership interests were issued; and   That a majority of the organizers or initial directors authorized the dissolution and the date dissolution was thus authorized.     If the secretary of state finds that the articles of dissolution and termination of its cooperative existence comply with the requirements of subsection (a), the secretary of state shall file the articles of dissolution, except that the termination of its existence shall not take away or impair any remedy to or against the cooperative, its directors, officers or members, for any right of 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 name. The members, directors, and officers have the power to take such action as may be appropriate to protect the remedy, right or claim.