reglab/housing_qa huggingface dataset:
TN Code § 43-38-406 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 4 - Articles of Cooperative|§ 43-38-406. Effect of Amendment on Cause of Action

 An amendment to the articles does not affect a cause of action existing against or in favor of the cooperative, a proceeding to which the cooperative is a party or the existing rights of persons other than members of the cooperative. An amendment changing a cooperative's name does not abate a proceeding brought by or against the cooperative in its former name.
TN Code § 43-38-502 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-502. Termination of Membership

  A member always has the power to terminate membership by withdrawing at any time. Unless otherwise provided in this chapter, the articles or the bylaws, any other withdrawal or termination shall be deemed wrongful.   Unless otherwise provided in the articles, a member may not be expelled.   If, for any reason, the continued membership of a member is terminated:  If the existence and business of the cooperative is continued, then the member whose membership has terminated loses all governance rights and will be considered merely an assignee of the financial rights, owned before the termination of membership; or   Unless the articles or bylaws provide otherwise, if the existence and business of the cooperative is not continued, the member whose continued membership has terminated, except through wrongful withdrawal or wrongful termination, retains all governance rights owned before the termination of the membership and may exercise those rights through the winding up and termination of the cooperative.     If a member withdraws in contravention of the articles or bylaws, then:  The member who has wrongfully withdrawn forfeits governance rights in the winding up and termination process or in the continued business; and   The member who has wrongfully withdrawn is liable to all the other members and to the cooperative to the extent damaged, including the loss of foregone profits, by the wrongful withdrawal. These damages may be offset against any amount to be paid to the wrongfully withdrawing or terminating by the cooperative.     If the business and existence of the cooperative are continued, any withdrawing or terminating member, whether the withdrawal or termination was wrongful or otherwise, is entitled to receive, subject to subsection (d), the lesser of the fair market value of the withdrawing or terminating member's interest determined on a going concern basis or the fair market value of the withdrawing member's interest determined on a liquidated basis.   Except as provided in subsection (d), if the business and existence of the cooperative are not continued, then any withdrawing or terminating member, whether the withdrawal or termination was wrongful or otherwise, is entitled to receive that member's distribution under § 43-38-1009.   Except as provided in the articles or bylaws, any amount to which a withdrawing or terminating member is entitled under subsection (e) or (f) shall be paid to the withdrawing or terminating member within six (6) months of the determination of the amount.   Notwithstanding other provisions in this section, the articles or bylaws may establish the amount to be paid a withdrawing or terminating member or a method for establishing the amount and may also establish the terms of payment of the amount. The established amount, or the method of determining the amount, and the established terms of payment shall control.
TN Code § 43-38-503 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-503. Assignment of Member's Financial Rights

  Except as provided in subsection (c), a member's financial rights are transferable in whole or in part.   An assignment of a member's financial rights entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions to which the assignor would otherwise be entitled. An assignment of a member's financial rights does not dissolve the cooperative and does not entitle or empower the assignee to become a member, to cause a dissolution, to exercise any governance rights, or, except as specifically provided by this chapter, to receive any notices from the cooperative, or to cause dissolution. The assignment may not allow the assignee to control the member's exercise of governance rights, and any attempt to do so shall be void.    A restriction on the assignment of financial rights may be imposed in the articles, in the bylaws, by a written resolution adopted by the members, or by a written agreement among, or other written action by, members, or among them and the cooperative.   A restriction on the assignment of financial rights referenced in subdivision (c)(1) that is not manifestly unreasonable under the circumstances is enforceable against the owner of the restricted financial rights. A written restriction on the assignment of financial rights that is not manifestly unreasonable under the circumstances and is noted in the articles or bylaws may be enforced against a successor or transferee of the owner of the restricted financial rights, including a pledge or a legal representative, whether or not the successor or transferee of the owner had actual notice of the restriction. Unless noted in the articles or bylaws, a restriction, even though permitted by this section, is ineffective against a person without knowledge of the restriction.
TN Code § 43-38-505 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-505. Restrictions on Assignment of Governance Rights

 In addition to restrictions set forth in this chapter, restrictions on the assignment of governance rights may be imposed in accordance with the procedures and under the same conditions as stated in § 43-38-503(c) for restricting the assignment of financial rights.
TN Code § 43-38-506 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-506. When Assignment of Financial and Governance Rights Effective

 Any permissible assignment of financial rights under § 43-38-503 and of governance rights under § 43-38-504 will be effective as to and binding upon the cooperative only when the assignee's name, address, social security or taxpayer identification number and the nature and extent of the assignment are reflected in the required records of the cooperative.
TN Code § 43-38-507 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-507. Judgment Creditors of Members

 On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the member's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the member's financial rights under § 43-38-503. This section does not deprive any member or assignee of financial rights of the benefit of any exemption laws applicable to the membership interest. This section is the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest.
TN Code § 43-38-508 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-508. Death, Incompetence, or Bankruptcy of Member — Member That Is Dissolved, Terminated, or in Receivership

  If a member who is an individual dies, a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, or the court places the individual in bankruptcy, the member's executor, administrator, guardian, conservator, trustee, or other legal representative, except as otherwise provided in the articles or bylaws, may exercise all of the member's rights, except voting rights, for the purpose of settling the estate or administering the member's property. If a member is a cooperative, trust, or other entity and is dissolved, terminated, or placed by a court in receivership or bankruptcy, the powers of that member, except as otherwise provided in the articles or bylaws, may be exercised by its legal representative or successor, except the interest shall be a non-voting interest.   If an event referred to in subsection (a) causes the termination of a member's interest, then:  As provided in § 43-38-502(c), the terminated member's interest will be considered to be merely that of an assignee of the financial rights owned before the termination of membership; and   The rights to be exercised by the legal representative of the successor will be limited accordingly.
TN Code § 43-38-509 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-509. Contribution Agreements or Contribution Allowance Agreements — Preemptive Rights

  Unless otherwise specifically provided in the articles or bylaws, members or parties, other than the cooperative, to a contribution agreement or a contribution allowance agreement shall not have preemptive rights. If the articles or bylaws provide for the possibility of preemptive rights, these rights shall be granted on the terms and conditions prescribed in the articles or bylaws to provide a fair and reasonable opportunity to exercise the rights to acquire additional proportional interests.   A preemptive right is the right of a member to make contributions of a certain amount or to make a contribution allowance agreement specifying future contributions of a certain amount before the cooperative may accept new contributions from other persons or to make contribution allowance agreements with other persons.   No preemptive rights arise as to contributions to be accepted from others or as to contribution allowance agreements to be made with others when the contribution is to be made:  In a form other than money;   Reflected pursuant to a plan of merger or exchange;   Reflected pursuant to an employee or incentive benefit plan approved at a meeting by the affirmative vote of the owners of a majority of the voting power of all membership interests entitled to vote;   Pursuant to a previously made contribution allowance agreement; or   Reflected pursuant to a plan of reorganization approved by a court of competent jurisdiction pursuant to a statute of this state or of the United States.
TN Code § 43-38-510 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-510. Annual Members' Meetings

  Regular members' meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws.   The regular members' meeting shall be held at the principal place of business of the cooperative or at another conveniently located place as determined by the bylaws or the board.   The officers shall submit reports to the members at the regular members' meeting covering the business of the cooperative for the previous fiscal year that show the condition of the cooperative at the close of the fiscal year.   All directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws, except for directors elected at district or unit meetings.   The cooperative shall give notice of regular members' meetings by mailing the regular members' meeting notice to each member at the member's last known post office address or by other notification approved by the board and agreed to by the members. The notice must contain the date, time, and place of the meeting, and any other information required by this section. The regular members' meeting notice shall be published or otherwise given by approved method at least two (2) weeks before the date of the meeting or mailed at least fifteen (15) days before the date of the meeting.
TN Code § 43-38-511 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-511. Special Members' Meetings

  Special members' meetings of the members may be called by:  A majority vote of the board; or   The written petition of at least twenty percent (20%) of the patron members, twenty percent (20%) of the nonpatron members or twenty percent (20%) of all members collectively, submitted to the chair.     The cooperative shall give notice of a special members' meeting by mailing the special members' meeting notice to each member personally at the person's last known post office address or an alternative method approved by the board and the member individually or the members generally. For a member that is an entity, notice mailed or delivered by an alternative method shall be to an officer of the entity. The special members' meeting notice shall state the time, place, and purpose of the special members' meeting. The special members' meeting notice shall be issued within ten (10) days from and after the date of the presentation of a members' petition, and the special members' meeting shall be held within thirty (30) days after the date of the presentation of the members' petition.
TN Code § 43-38-512 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-512. Notice of Meetings

   Except as otherwise provided in this chapter or in the articles, written notice to all meetings of members must be given to every member entitled to vote on the matters to be considered, unless:  The meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of adjournment; or   The following have been mailed by first class, certified or registered mail to a member at the address in the cooperative records and returned undeliverable:   Two (2) consecutive meeting notices; and   All payments of distributions for the greater of a twelve-month period or two (2) distributions.       An action or meeting that is taken or held without notice under subdivision (a)(1)(B) has the same force and effect as if notice was given. If the member delivers a written notice of the member's current address to the cooperative, the notice requirement is reinstated.   Unless otherwise provided in the articles or bylaws, the record date for the determination of the owners of membership interests entitled to notice of and to vote at any meeting of members is the close of business and the date before the first notice is sent to the members.     The notice must contain the date, time and place of the meeting, and any other information required by this chapter. In the case of a meeting, other than the required annual meeting of the board of directors, the notice must contain a statement of the purposes of the meeting. The notice may also contain any other information required by the articles or bylaws or considered necessary or desirable by the person or persons calling the meeting.   A certificate of the secretary or other person giving notice that the notice required by this section has been given, in the absence of fraud, shall be prima facie evidence of the facts stated therein.   Notwithstanding provisions in the articles or bylaws to the contrary, all members and parties to contribution agreements or contribution allowance agreements, or both, shall be entitled to receive notices of the annual meetings of the members of a board-managed cooperative and notices of all meetings of a cooperative called for the purpose of considering any of the following actions:  Dissolution;   Liquidation;   Sale of all or substantially all of the assets of the cooperative outside the ordinary course of business; or   Merger.     The failure of the cooperative to properly notify the parties not entitled to vote on a matter shall not invalidate or void any action described in this section taken at the meeting.
TN Code § 43-38-513 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-513. Certificate and Statement of Notice

  After mailing special or regular members' meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular members' meeting notices were mailed or delivered as prescribed by law.   The certificate shall be made a part of the record of the meeting.
TN Code § 43-38-514 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-514. Failure to Receive Notice

 Failure of a member to receive a special or regular members' meeting notice does not invalidate an action that is taken by the members at a members' meeting.
TN Code § 43-38-515 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-515. Waiver of Notice

  A member may waive any notice required by this section. Except as otherwise provided in this section, a waiver of notice by a member entitled to notice is effective, whether given before or after the meeting or other balloting, if notice is given in writing, signed by the member entitled to the notice, and filed with the minutes or corporate records.   A member's attendance at or participation in a meeting waives any required notice to the member of the meeting, unless the member, at the beginning of the meeting or promptly upon the member's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. The secretary is required to note the objection in the minutes of the meeting.
TN Code § 43-38-516 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-516. Action Without a Meeting on Written Consent

  Unless the articles provide otherwise, any action required or permitted to be taken at a meeting of the members may be taken without a meeting by action on written consent as provided in § 43-38-517 or on recommendation of the board of directors as provided in § 43-38-518. Any action taken pursuant to § 43-38-517 or § 43-38-518 has the effect of a meeting and vote and may be described as such in any document. Any requirement in this chapter for action at a meeting will be satisfied by an action taken in accordance with § 43-38-517 or § 43-38-518.   If this chapter, the articles or bylaws require that notice of proposed action be given to members and the action is to be taken by members pursuant to § 43-38-517 or § 43-38-518, then the cooperative must give its members who would not be entitled to vote on the matter a written notice of the proposed action at least ten (10) days before action is taken on written consent or at the same time notice is given to the members entitled to vote under § 43-38-518. The notice must contain or be accompanied by the same material that would have been required to be sent to members in a notice of meeting at which the proposed action would have been submitted to the members for action.
TN Code § 43-38-517 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-517. Procedure for Taking Action Without a Meeting on Written Consent

  To take action on written consent:  A written waiver of acting at a meeting must be signed by all members, or a smaller number or percentage interest as provided for in the articles or bylaws, but not less than a majority in voting power; and   A written consent must be signed by members who own membership interests with voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present.     The action must be evidenced by one (1) or more instruments evidencing the waiver and consent, which shall be delivered to the secretary for inclusion in the records of the cooperative. All such instruments may be signed in counterparts.   If not otherwise determined under § 43-38-526, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).   Unless otherwise provided in the articles or the bylaws, the action on written consent is effective when the last required member signs the waiver and written consent, unless a different effective time is provided in the instrument evidencing the written consent itself.
TN Code § 43-38-518 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-518. Proposal to Take Action Without a Meeting — Notice — Procedure for Calling a Meeting

  Except with respect to dissolution, liquidation or merger, the board of directors may, acting on the board's initiative, make a proposal to the members to take an action without a meeting. All members entitled to vote shall be given written notice of the proposal. The notice shall require a written response within a specified time, but not less than thirty (30) days from the effective date of the notice and shall contain the recommendation of the board of directors. The failure of a member to respond within the time specified in the notice shall constitute a vote in favor of the recommendation of the board of directors, as the case may be. The notice shall contain a statement concerning the voting effect of the failure of a member to timely respond to the proposal. Except as provided in subsection (b), if the voting power of the members responding in favor of the recommendation as to the proposal, combined with the voting power of the members failing to respond, is equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present, then the proposal shall become the action of the members of the cooperative effective as of the expiration of the notice period.   Notwithstanding subsection (a), if members with twenty percent (20%) of the aggregate voting power of the cooperative or the class, series, or group of the members entitled to vote on the specific matter notify the secretary in writing within fifteen (15) days of the giving of the notice that a meeting should be called to consider one (1) or more of the matters on which the board of directors has made recommendation, the vote may not be taken as provided in this section, but a meeting of the members shall be called to consider and to take action on the matter.
TN Code § 43-38-519 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-519. Quorum Requirements

  The quorum for a members' meeting to transact business shall be:  Ten percent (10%) of the total number of members for a cooperative with five hundred (500) or fewer members; or   Fifty (50) members for cooperatives with more than five hundred (500) members.     In determining a quorum at a meeting, on a question submitted to a vote by mail or an alternative method, members present in person or represented by mail vote or the alternative voting method shall be counted. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members of the cooperative present at the meeting. The registration shall be verified by the chair or the records officer of the cooperative and shall be reported in the minutes of the meeting.   An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken.