reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 6 - BOARD OF DIRECTORS AND OFFICERS (§§ 43-38-601 — 43-38-622) › Section 43-38-616 - Standards for directors

(a)
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.
(b)
(1)
A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by:
(A)
One (1) or more officers or employees of the cooperative whom the director reasonably believes to be reliable and competent in the matters presented;
(B)
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
(C)
A committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.
(2)
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.
(c)
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).
(d)
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:
(1)
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;
(2)
For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(3)
Under §
43-38-904
; or
(4)
For any act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.
(e)
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.
(f)
A person alleging a violation of this section has the burden of proving the violation.
Acts 2004, ch. 534, § 25.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 6 - BOARD OF DIRECTORS AND OFFICERS (§§ 43-38-601 — 43-38-622) › Section 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
.
Acts 2004, ch. 534, § 25.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 6 - BOARD OF DIRECTORS AND OFFICERS (§§ 43-38-601 — 43-38-622) › Section 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.
Acts 2004, ch. 534, § 25.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 6 - BOARD OF DIRECTORS AND OFFICERS (§§ 43-38-601 — 43-38-622) › Section 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.
Acts 2004, ch. 534, § 25.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 6 - BOARD OF DIRECTORS AND OFFICERS (§§ 43-38-601 — 43-38-622) › Section 43-38-621 - Standards for officers

(a)
An officer with discretionary authority shall discharge all duties under that authority:
(1)
In good faith;
(2)
With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3)
In a manner the officer reasonably believes to be in the best interest of the cooperative.
(b)
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:
(1)
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
(2)
Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(c)
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.
(d)
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.
Acts 2004, ch. 534, § 25.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 6 - BOARD OF DIRECTORS AND OFFICERS (§§ 43-38-601 — 43-38-622) › Section 43-38-622 - Resignation or removal of officers

(a)
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.
(b)
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.
Acts 2004, ch. 534, § 25.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 7 - DERIVATIVE PROCEEDINGS (§§ 43-38-701 — 43-38-705) › Section 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.
Acts 2004, ch. 534, § 26.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 7 - DERIVATIVE PROCEEDINGS (§§ 43-38-701 — 43-38-705) › Section 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.
Acts 2004, ch. 534, § 26.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 7 - DERIVATIVE PROCEEDINGS (§§ 43-38-701 — 43-38-705) › Section 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.
Acts 2004, ch. 534, § 26.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 7 - DERIVATIVE PROCEEDINGS (§§ 43-38-701 — 43-38-705) › Section 43-38-704 - Expenses

(a)
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.
(b)
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.
Acts 2004, ch. 534, § 26.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 7 - DERIVATIVE PROCEEDINGS (§§ 43-38-701 — 43-38-705) › Section 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.
Acts 2004, ch. 534, § 26.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 43-38-801 - Part definitions

As used in this part, unless the context otherwise requires:
(1)
"Cooperative" means a cooperative whose members have obtained rights to dissent under §
43-38-802(a)
, and includes any successor by merger;
(2)
"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;
(3)
"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;
(4)
"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
(5)
"Member" includes a former member when dissenter's rights exist because:
(A)
The membership of the former member has terminated causing dissolution; and
(B)
The dissolved cooperative has then entered into a merger under §
43-38-122
or §
43-38-123
.
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 43-38-802 - Actions entitling member to dissent

(a)
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:
(1)
Consummation of a plan or merger to which the cooperative is a party;
(2)
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;
(3)
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:
(A)
Alters or abolishes a preferential right of the membership interests;
(B)
Alters or abolishes a preemptive right of the owner of the membership interests to make a contribution;
(C)
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
(D)
Establishes or changes the conditions for or consequences of expulsion;
(4)
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:
(A)
Changes a member's right to resign or retire; or
(B)
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
(5)
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.
(b)
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.
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 43-38-803 - Submitting action creating dissenter's right to vote

(a)
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.
(b)
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
.
(c)
A cooperative's failure to give notice pursuant to this section will not invalidate the cooperative action.
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 43-38-804 - Procedure for asserting dissenter's rights

(a)
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:
(1)
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
(2)
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
.
(b)
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.
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 43-38-805 - Written notice to members

(a)
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
.
(b)
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:
(1)
State where the payment demand must be sent;
(2)
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;
(3)
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
(4)
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
.
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 43-38-806 - Duty to demand payment

(a)
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)
.
(b)
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.
(c)
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.
(d)
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.
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 43-38-807 - Payment of fair value of dissenter's membership interest

(a)
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.
(b)
The payment must be accompanied by:
(1)
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;
(2)
A statement of the cooperative estate of the fair value of the membership interests;
(3)
An explanation of how the value of the membership interest was calculated;
(4)
A statement of the dissenter's right to demand payment under §
43-38-810
; and
(5)
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
.
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 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.
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 43-38-809 - After-acquired shares

(a)
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.
(b)
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
.
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 43-38-810 - Procedure if dissenter dissatisfied with payment or offer

(a)
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:
(1)
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
(2)
The cooperative fails to make payment under §
43-38-807
within two (2) months after the date set for demanding payment.
(b)
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.
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 43-38-811 - Judicial appraisal of shares

(a)
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.
(b)
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.
(c)
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.
(d)
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.
(e)
Each dissenter made a party to the proceeding is entitled to judgment:
(1)
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
(2)
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
.
(f)
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.
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 43-38-812 - Costs and fees of judicial appraisal

(a)
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
.
(b)
The court may also assess the fees and expenses of counsel and experts for the respective parties in amounts the court finds equitable:
(1)
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.
(2)
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.
(c)
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.
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 8 - DISSENTER'S RIGHTS (§§ 43-38-801 — 43-38-813) › Section 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:
(1)
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;
(2)
Instead of remitting a payment under §
43-38-807
, the cooperative shall forward to the dissenter member:
(A)
The materials described in §
43-38-807(b)
;
(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
(C)
A statement of that allocation;
(3)
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;
(4)
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
(5)
If the member fails to take action under either subdivision (3) or (4), then:
(A)
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
(B)
The cooperative discharges its obligation of payment by making payment according to the amount and allocation offered under subdivision (2).
Acts 2004, ch. 534, § 27.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 9 - CONTRIBUTION AND DISTRIBUTION (§§ 43-38-901 — 43-38-904) › Section 43-38-901 - Allocation of profits and losses

(a)
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.
(b)
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.
Acts 2004, ch. 534, § 28.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 9 - CONTRIBUTION AND DISTRIBUTION (§§ 43-38-901 — 43-38-904) › Section 43-38-902 - Creation and maintance of a capital reserve - Distribution of net income

(a)
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.
(b)
In addition to a capital reserve, the board may, for patron membership interests:
(1)
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
(2)
Establish and accumulate reserves for new buildings, machinery and equipment, depreciation, losses, and other proper purposes.
(c)
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.
(d)
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.
(e)
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.
(f)
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.
(g)
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.
Acts 2004, ch. 534, § 28.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 9 - CONTRIBUTION AND DISTRIBUTION (§§ 43-38-901 — 43-38-904) › Section 43-38-903 - Limitations on distribution

(a)
No distribution may be made by a cooperative if, after giving effect to the distribution:
(1)
The cooperative would not be able to pay its debts as they became due in the normal course of business; or
(2)
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.
(b)
The cooperative may base a determination that a distribution is not prohibited under subsection (a) either on:
(1)
Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or
(2)
A fair valuation or other method that is reasonable in the circumstances.
(c)
The effect of a distribution under subsection (a) is measured as:
(1)
The date the distribution is authorized if the payment occurs within four (4) months after the date of authorization; or
(2)
The date the payment is made if it occurs more than four (4) months after the date of authorization.
(d)
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.
(e)
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)
.
Acts 2004, ch. 534, § 28.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 9 - CONTRIBUTION AND DISTRIBUTION (§§ 43-38-901 — 43-38-904) › Section 43-38-904 - Liability for unlawful distribution

(a)
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.
(b)
A director or member held liable for an unlawful distribution under subsection (a) is entitled to contribution:
(1)
From every other director and member who voted for or assented to the distribution; and
(2)
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.
(c)
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.
(d)
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.
Acts 2004, ch. 534, § 29.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 10 - DISSOLUTION AND TERMINATION (§§ 43-38-1001 — 43-38-1027) › Section 43-38-1001 - Dissolution by organizers or initial directors

(a)
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:
(1)
The name of the cooperative;
(2)
The date of its incorporation;
(3)
Either that:
(A)
None of the cooperative membership interest have been issued; or
(B)
The cooperative has not commenced business;
(4)
That no debt of the cooperative remains unpaid;
(5)
That the net assets of the cooperative remaining after winding up have been distributed to the members, if membership interests were issued; and
(6)
That a majority of the organizers or initial directors authorized the dissolution and the date dissolution was thus authorized.
(b)
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.
Acts 2004, ch. 534, § 32.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 10 - DISSOLUTION AND TERMINATION (§§ 43-38-1001 — 43-38-1027) › Section 43-38-1002 - Voluntary dissolution

(a)
A cooperative may be voluntarily dissolved by the written consent of its members in accordance with §
43-38-1008
.
(b)
A cooperative's board of directors may propose dissolution for submission to the members.
(c)
For a proposal to dissolve to be adopted:
(1)
The board of directors shall recommend dissolution to the members unless the board of directors determines that because of a conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members; and
(2)
The members entitled to vote shall approve the proposal to dissolve as provided in subsection (f).
(d)
The board of directors may condition its submission of the proposal for dissolution on any basis.
(e)
The cooperative shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with §
43-38-512
. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the cooperative and that dissolution must be followed by the winding up and termination of the cooperative.
(f)
Unless the articles or the board of directors, acting pursuant to subsection (d), require a greater vote or a vote by voting groups, if the proposed dissolution is approved at a meeting by a majority vote, the cooperative must be dissolved and notice of dissolution shall be filed with the office of the secretary of state pursuant to §
43-38-1008
.
Acts 2004, ch. 534, § 32.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 10 - DISSOLUTION AND TERMINATION (§§ 43-38-1001 — 43-38-1027) › Section 43-38-1003 - Grounds for administrative dissolution

The secretary of state may commence a proceeding under §
43-38-1004
to dissolve administratively the cooperative if:
(1)
The cooperative does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;
(2)
The cooperative is without a registered agent or registered office in this state for two (2) months or more;
(3)
The name of a cooperative contained in a document filed pursuant to this chapter fails to comply with §
43-38-105
;
(4)
The cooperative does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
(5)
The cooperative delivers to the secretary of state's office a check, bank draft, money order or other such instrument for payment of any fee and it is dishonored upon presentation for payment; or
(6)
A director, officer, member or other representative of a cooperative signs a document the person knew was false in any material respect with the intent that the document be delivered to the secretary of state for filing.
Acts 2004, ch. 534, § 32.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 10 - DISSOLUTION AND TERMINATION (§§ 43-38-1001 — 43-38-1027) › Section 43-38-1004 - Procedure for and effect of administrative dissolution

(a)
If the secretary of state determines that one (1) or more grounds exist under §
43-38-1003
for dissolving a cooperative, the secretary of state shall serve the cooperative with written communication of the secretary of state's determination in accordance with §§
43-38-110
and
43-38-111
, except that the determination may be sent by first class mail.
(b)
If the cooperative does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication in accordance with §§
43-38-110
and
43-38-111
, the secretary of state shall administratively dissolve the cooperative by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the cooperative in accordance with §§
43-38-110
and
43-38-111
, except that the certificate may be sent by first class mail.
(c)
A cooperative administratively dissolved continues its existence but may not carry on any business, except that necessary to wind up and liquidate its business and affairs under §
43-38-1009
and notify claimants under §
43-38-1010
.
(d)
The administrative dissolution of a cooperative does not terminate the authority of its registered agent.
Acts 2004, ch. 534, § 32.
2023 Tennessee Code › Title 43 - AGRICULTURE AND HORTICULTURE (§§ 43-1-101 — 43-40-105) › Chapter 38 - TENNESSEE PROCESSING COOPERATIVE LAW (§§ 43-38-101 — 43-38-1109) › Part 10 - DISSOLUTION AND TERMINATION (§§ 43-38-1001 — 43-38-1027) › Section 43-38-1005 - Reinstatement following administrative dissolution

(a)
A cooperative administratively dissolved under §
43-38-1004
may apply to the secretary of state for reinstatement following administrative dissolution. The application must:
(1)
Recite the name of the cooperative at the date of its administrative dissolution;
(2)
State that the ground or grounds for dissolution either did not exist or have been eliminated; and
(3)
State a cooperative name that satisfies the requirements of §
43-38-105
.
(b)
(1)
If the secretary of state determines that the application contains the information required by subsection (a) and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the cooperative in accordance with §
43-38-110
.
(2)
If the cooperative name in subdivision (a)(3) is different than the cooperative name in subdivision (a)(1), the application of reinstatement shall constitute an amendment to the articles insofar as it pertains to the cooperative's name.
(c)
When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the cooperative shall resume carrying on its business as if the administrative dissolution had never occurred.
Acts 2004, ch. 534, § 32.