reglab/housing_qa huggingface dataset:
TN Code § 43-38-520 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-520. Action of Members After Vote — Class or Series of Memberships

  The members shall take action by the affirmative vote of the owners of the greater of:  A majority of the voting power of the membership interests present and entitled to vote on that item of business in a meeting in which a quorum is present; or   A majority of the voting power that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles of organization, or a member control agreement, requires a larger proportion. If the articles, bylaws, or a member control agreement requires a larger proportion than is required by this chapter for a particular action, the articles, bylaws, or the member control agreement controls.     In any case where a class or series of membership interests is entitled to vote as a class or series by this chapter, the articles of organization, bylaws, a member control agreement, or the terms of the membership interests, the matter being voted upon must also receive the affirmative vote of the owners of the same proportion of the membership interests present of that class or series; or of the total outstanding membership interests of that class or series, as the proportion required pursuant to subsection (a), unless the articles, bylaws, or the member control agreement require a larger proportion. Unless otherwise stated in the articles, bylaws, or a member control agreement, in the case of voting as a class or series, the minimum percentage of the total voting power of membership interests of the class or series that must be present is equal to the minimum percentage of all membership interests entitled to vote required to be present under § 43-38-516.
TN Code § 43-38-521 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-521. Proxy Voting Prohibited

 Voting shall not be by proxy, except as provided in § 43-38-522(d).
TN Code § 43-38-523 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-523. Voting for Cooperative Constituted of Other Cooperatives or Associations — Cooperative Organized Into Units or Districts of Patron Members

  A cooperative that is constituted entirely or partially of other cooperatives or associations may authorize by the articles or the bylaws for affiliated cooperative patron members to have an additional vote for:  A stipulated amount of business transacted between the patron member cooperative and the central cooperative organization;   A stipulated number of patron members in the member cooperative;   A certain stipulated amount of equity allocated to or held by the patron member cooperative in the cooperative central organization; or   A combination of methods in subdivisions (a)(1) through (a)(3).     A cooperative that is organized into units or districts of patron members, may, by the articles or the bylaws, authorize the delegates elected by its patron members or have an additional vote for:  A stipulated amount of business transacted between the patron members in the units or districts and the cooperative;   A certain stipulated amount of equity allocated to or held by the patron members of the units or districts of the cooperative; or   A combination of methods in subdivisions (b)(1) and (b)(2).
TN Code § 43-38-524 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-524. Written Member Control Agreements

  A written agreement among persons who are then members, including a sole member, or who have signed subscription or contribution agreements, relating to the control of any phase of the business and affairs of the cooperative, its liquidation, dissolution and termination, or the relations among members or persons who have signed subscription or contribution agreements is valid as provided in subsection (b). Wherever this chapter provides that a particular result may or must be obtained through a provision in the articles of organization or bylaws, the same result can be accomplished through a member control agreement valid under this section or through a procedure established by a member control agreement valid under this section.   Other than patron member voting control under § 43-38-522 and patron member allocation and distribution provisions under §§ 43-38-901 and 43-38-902, a written agreement among persons described in subsection (a) that relates to the control of or the liquidation, dissolution and termination of the cooperative, the relations among them, or any phase of the business and affairs of the cooperative, including, without limitation, the management of its business, the declaration and payment of distributions, the sharing of profits and losses, the election of directors, the employment of members by the cooperative, or the arbitration of disputes, is valid, if the agreement is signed by all persons who are then the members of the cooperative, whether or not the members all have voting power, and all those who have signed contribution agreements, regardless of whether those signatories will, when members, have voting power.   This section does not apply to, limit, or restrict agreements otherwise valid, nor is the procedure set forth in this section the exclusive method of agreement among members or between the members and the cooperative with respect to any of the matters described.   Any assignee of any member's financial rights may not be a party to an agreement under subsection (a), unless that assignee is also a member or person or entity bound by a binding contribution agreement at the time the agreement is entered into.   Unless otherwise provided in the articles, bylaws or the member control agreement, the member control agreement will not terminate if the cooperative is combined into a new cooperative pursuant to merger, whether by a merger in dissolution or otherwise. Any other termination of the cooperative's existence will automatically terminate the member control agreement.
TN Code § 43-38-525 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-525. Representative of the Cooperative at Meetings of Cooperative Owned Business Entities

 A cooperative that holds ownership interests of another business entity may, by direction of the cooperative's board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative has authority to represent the cooperative and may cast the cooperative's vote at the business entity's meeting.
TN Code § 43-38-526 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-526. Determination of the Owners of Membership Interests

  The articles or bylaws may fix a “record date” for the determination of the owners of membership interests entitled to notice of and entitled to vote at a meeting, to demand a meeting, to vote or to take any other action. When a date is so fixed, only members on that date are entitled to notice of and permitted to vote at that meeting of members or to take any other action on the subject of this notice. If no date is so fixed, the record date is the close of business the business day before the first notice is sent.   The secretary of the cooperative shall prepare a list of the names of all members who are entitled to vote at the meeting of the members and show the address of and membership interest or interests held by each member as reflected in the records of the cooperative.   The list must be available for inspection and copying by any member, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the cooperative's principal executive office or at a place identified in the meeting notice in the city where the meeting will be held. A violation of this subsection (c) entitles any member seeking to inspect the list to equitable relief under § 43-38-705.
TN Code § 43-38-527 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-527. Grouping of Members

  A cooperative may group members and patron members into districts, units or another basis, if and as authorized in its articles and bylaws, which may include authorization for the board to determine the groupings.   The board may do things necessary to implement the use of districts or units, including setting the time and place and prescribing the rules of conduct for holding meetings by districts or units to elect delegates to members' meetings.
TN Code § 43-38-528 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-528. Violations of Articles, Bylaws, Member Control Agreements or Marketing Contracts — Surrender of Financial Rights — Surrender of Voting Rights

  A member who knowingly, intentionally, or repeatedly violates a provision of the articles, bylaws, member control agreement or marketing contract with the cooperative, may be required by the board to surrender the financial rights of membership interest of any class owned by the member.   The cooperative shall refund to the member for the surrendered financial rights of membership interest the lesser of the book value or market value of the financial right of the membership interest payable in not more than seven (7) years from the date of surrender, or the board may transfer all of any patron member's financial rights to a class of financial rights held by members who are not patron members, or to a certificate of interest that carries liquidation rights on par with membership interests and is redeemed within seven (7) years after the transfer as provided in the certificate.   Membership interests required to be surrendered may be reissued or retired and cancelled by the board.   A member who knowingly, intentionally or repeatedly violates a provision of the articles, bylaws, member control agreement, or a marketing contract, may be required by the board to surrender voting power in the cooperative.
TN Code § 43-38-529 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-529. Member Liability

 A member is not, merely on account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separately contracted with the cooperative.
TN Code § 43-38-530 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-530. Inspection and Copying of Records by Members

  A member of the cooperative is entitled to inspect and copy, during regular business hours at the cooperative's principal executive office, any of the records of the cooperative described in § 43-38-118, if the member gives the cooperative written notice of the demand at least five (5) business days before the date on which the member wishes to inspect and copy.   The right of inspection granted by this section may not be abolished or limited by a cooperative's articles or bylaws.   This section does not affect:  The right of a member to inspect records, if the member is in litigation with the cooperative, to the same extent as any other litigant; or   The power of a court to compel the production of records for examination.
TN Code § 43-38-531 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-531. Inspection and Copying of Records by Member's Agent or Attorney

  A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.   The right to copy records under § 43-38-530 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.   The cooperative may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
TN Code § 43-38-532 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 5 - Membership|§ 43-38-532. Enforcement of Right to Inspect and Copy Records

  If a cooperative does not allow a member who complies with § 43-38-530(a) to inspect and copy any records required by that subsection to be available for inspection, a court in the county where the cooperative's principal executive office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the cooperative's expense upon application of the member.   If the court orders inspection and copying of the records demanded, it shall also order the cooperative to pay the member's costs, including reasonable counsel fees, incurred to obtain the order, if the member proves that the cooperative refused inspection without a reasonable basis for doubt about the right of the member to inspect the records demanded.   If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
TN Code § 43-38-601 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-601. Powers

  All powers shall be exercised by or under the authority of, and the business and affairs of the cooperative shall be managed by or under the direction of the board of directors, subject to subsection (b) and any limitations set forth in the articles or bylaws agreement. A cooperative shall be board-managed, as designated in its articles. Unless otherwise provided in the articles or bylaws, each director shall have equal voting power per capita with each other director.   For convenience, one (1) or more officers, members or directors may be designated in the articles as persons authorized to execute instruments transferring real property held in the name of the cooperative and may set forth any limitations on this authority. This designation, however, in the absence of a clear statement that the named person or persons are the only person or persons authorized to execute instruments transferring real property, does not imply that other members, officers or directors do not have the authority to execute such instruments under § 43-38-602. A grant of authority contained in the current articles is conclusive in favor of a person who gives value without knowledge to the contrary.
TN Code § 43-38-602 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-602. Agency of Members in the Cooperative

  Unless the articles provide otherwise, no member is an agent of the cooperative for the purpose of its business, other than a member designated by the board of directors, including the execution in the cooperative name of any instrument, for apparently carrying on in the usual way the business of the cooperative of which the person is a member, and a member does not bind the cooperative, unless the member so acting has in fact the authority to act for the cooperative in the particular matter.   Unless the articles provide otherwise, the following persons are agents of the cooperative and may legally bind the cooperative, subject to the limitation on these persons contained in this chapter:  The president;   A person designated in the articles or the bylaws as being so authorized; or   A person designated in writing by action of the directors as being so authorized.
TN Code § 43-38-603 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-603. Goverance of Cooperative

 A cooperative shall be governed by its board of directors, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to members.
TN Code § 43-38-604 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-604. Qualifications of Directors

 The articles of organization or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the cooperative, unless the articles of organization or bylaws so prescribe.
TN Code § 43-38-605 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-605. Number of Directors

 The board shall have not less than three (3) directors.
TN Code § 43-38-606 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-606. Election of Directors — Alternative Voting

  Directors shall be elected for the term, at the time, and in the manner provided in this section and the bylaws. A majority of the directors shall be members and at least one (1) director shall be elected exclusively by the members holding patron membership interests. The voting authority of the directors shall be as prescribed in the bylaws; provided however, that at least fifty-one percent (51%) of the voting power on general matters of the cooperative shall be allocated to one (1) or more directors elected by members holding patron membership interests, or, in the alternative, one (1) or more directors elected by members holding patron membership interests shall have at least fifty-one percent (51%) voting power on general matters of the cooperative.   Directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws. Except for directors elected at district meetings, all directors shall be elected at the regular members' meeting.   For a cooperative with districts or other units, members may elect directors on a district or unit basis, if provided in the bylaws. The directors may be nominated or elected at district meetings, if provided in the bylaws. Directors who are nominated at district meetings shall be elected at the annual regular members' meeting by vote of the entire membership, unless the bylaws provide that directors who are nominated at district meetings are to be elected by vote of the members of the district, at the district meeting or the annual regular members' meeting.   The following shall apply to alternative voting:  A member may not vote for a director other than by the member's presence at a meeting or by mail ballot authorized by the board of directors, unless alternative voting is authorized for election of directors by the articles or bylaws;   The ballot shall be in a form prescribed by the board;   The member shall mark the ballot for the candidate chosen and mail the ballot to the cooperative in a sealed plain envelope inside another envelope bearing the member's name, or shall vote in the alternative manner prescribed by the board; and   If the ballot of the member is received by the cooperative on or before the date of the regular members' meeting, the ballot shall be accepted and counted as the vote of the absent member.     If a member of a cooperative is not a natural person, and the bylaws do not provide otherwise, the member may appoint or elect one (1) or more natural persons to be eligible for election as a director to the board.
TN Code § 43-38-607 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-607. Filling Vacancies

 If a patron member director's position becomes vacant for a director who was elected by patron members, the board shall appoint a patron member of the cooperative to fill the director's position until the next regular or special members' meeting; provided however, that if there is only one (1) patron member director, a special members' meeting shall be called to fill the patron member director vacancy. If the vacating director was not a patron member, the board shall appoint a patron member or a patron member's representative to fill the vacant position. At the next regular or special members' meeting, the members or patron members shall elect a director to fill the unexpired term of the vacant director's position.
TN Code § 43-38-608 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-608. Resignation of Directors

  A director may resign at any time by delivering written notice to the board of directors, its chair or president, or to the corporation.   A resignation is effective when the notice is delivered, unless the notice specifies a later effective date.
TN Code § 43-38-609 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-609. Removal of Directors

  The members electing a director may remove the director at a members' meeting for cause related to the duties of the position of director and fill the vacancy caused by the removal.   If a director is elected exclusively by the members holding patron membership interests, only the patron members may participate in the vote to remove the director.   A director may be removed by the members or directors only at a meeting called for the purpose of removing the director, and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors.
TN Code § 43-38-610 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-610. Compensation of Directors

 Unless the articles or bylaws provide otherwise, the board of directors may fix the compensation of directors.
TN Code § 43-38-611 (2021)
2021 Tennessee Code|Title 43 - Agriculture and Horticulture|Chapter 38 - Tennessee Processing Cooperative Law|Part 6 - Board of Directors and Officers|§ 43-38-611. Limitation of Director's Liability

  A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles, except as provided in subsection (b).   The articles may not eliminate or limit the liability of a director for:  A breach of the director's duty of loyalty to the cooperative or its members;   Acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;   A transaction from which the director derived an improper personal benefit; or   An act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.