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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-106 - Reservation of cooperative name with secretary of state

(a)
A person may reserve the exclusive use of a cooperative name, including an assumed cooperative name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the cooperative name applied for meets the requirements of §
43-38-105
and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same or any other party may apply to reserve the same name.
(b)
The owner of a reserved cooperative name, including an assumed cooperative name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee.
(c)
The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
Acts 2004, ch. 534, § 7.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-107 - Registered office and registered agent

(a)
Each cooperative shall have and continuously maintain in this state:
(1)
A registered office, which may be, but need not be, the same as its place of business;
(2)
A registered agent, which agent may be either an individual resident in this state whose business office is identical with the registered office, or a domestic or foreign business entity authorized to transact business in the state having a business office identical with the registered office.
(b)
If a registered agent resigns or is unable to perform the agent's duties, the domestic cooperative shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
Acts 2004, ch. 534, § 8.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-108 - Change of registered office or registered agent

(a)
A cooperative may change its registered office or agent, or both, upon filing in the office of the secretary of state a statement of change setting forth:
(1)
The name of the cooperative;
(2)
If the address of its current registered office is to be changed, the address to which the registered office is to be changed, and the zip code for the office, and the county in which the office is located;
(3)
If its current registered agent is to be changed, the name of its new registered agent; and
(4)
That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
(b)
If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any cooperative for which that registered agent is the registered agent by notifying the cooperative in writing of the change, either manually or in facsimile, and delivering to the secretary of state for filing a statement that companies with the requirement of subsection (a) and states that the cooperative has been notified of the change. The statement shall be signed and delivered to the secretary of state. If the secretary of state finds that the statement conforms to this chapter, the secretary of state shall file the statement in the secretary of state's office, and upon filing the change of address of the registered office or the appointment of a new registered agent or both, as the case may be is effective.
Acts 2004, ch. 534, § 8.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-109 - Resignation of registered agent

(a)
Any registered agent of a cooperative may resign as the registered agent's agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by the registered agent's certification that the registered agent has mailed a copy of the original statement of resignation to the principal office by certified mail.
(b)
The agency appointment is terminated, and the registered office discontinued, if so provided, on the date on which the statement is filed by the secretary of state.
Acts 2004, ch. 534, § 8.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-110 - Service on cooperative

(a)
A domestic cooperative's registered agent is the cooperative's agent for service of process, notice, or demand required or permitted by law to be served on the cooperative.
(b)
Whenever a domestic cooperative fails to appoint or maintain a registered agent in this state, or whenever its registered agent cannot be found with reasonable diligence, then the secretary of state shall be an agent of such cooperative on whom any such process, notice or demand may be served.
(c)
This section does not prescribe the only means, or necessarily the required means, of service on a domestic cooperative.
Acts 2004, ch. 534, § 8.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-112 - Fees and taxes

Cooperatives created pursuant to this chapter shall be subject to the same fees and taxed in the same manner as nonprofit cooperative associations established pursuant to chapter 16 of this title.
Acts 2004, ch. 534, § 10.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-115 - Unclaimed property

(a)
A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property, distribute the unclaimed property to a corporation or organization that is exempt from taxation. A cooperative making the election to distribute unclaimed property shall file with the secretary of state:
(1)
A verified written explanation of the proof of claim of an owner establishing a right to receive the abandoned property;
(2)
Any error in the presumption of abandonment;
(3)
The name, address, and exemption number of the corporation or organization to which the property was or is to be distributed; and
(4)
The approximate date of distribution.
(b)
This section does not alter the procedure provided by law for cooperatives to report unclaimed property to the state and the requirement that claims of owners are made to the cooperatives for a period following the publication of lists of abandoned property.
(c)
The right of an owner to unclaimed property held by a cooperative is extinguished when the property is disbursed by the cooperative to a tax-exempt organization in accordance with this section.
Acts 2004, ch. 534, § 12.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-116 - Challenge of cooperative action

(a)
Except as provided in subsection (b), the validity of a cooperative's action may not be challenged on the ground that the cooperative lacks or lacked the power to act.
(b)
A cooperative power to act may be challenged in a proceeding by:
(1)
A member against the cooperative to enjoin the act;
(2)
The cooperative directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee or agent of the cooperative; or
(3)
The attorney general and reporter under §
43-38-1017
.
(c)
In a member's proceeding under subdivision (b)(1) to enjoin an unauthorized cooperative act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the cooperative or another party because of enjoining the unauthorized act.
Acts 2004, ch. 534, § 13.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-118 - Required records and information

A cooperative shall keep at its principal executive office, or at another place or places within the United States determined by the board:
(1)
A current list of the full names and last-known business, residence or mailing addresses of the chief manager, secretary and each member and governor;
(2)
A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights and a description of the rights assigned;
(3)
A copy of the articles and all amendments to the articles;
(4)
Copies of the currently effective bylaws and any agreements concerning classes or series of membership interests;
(5)
Copies of the cooperative's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
(6)
Financial statements required by §
43-38-119
and accounting records of the cooperative;
(7)
Records of all proceedings of members, if any;
(8)
Any written consents obtained from members under this chapter;
(9)
Records of all proceedings of the board of directors for the last three (3) years;
(10)
A statement of all contributions accepted under §
43-38-501
, the identity of the contribution and the agreed value of the contribution;
(11)
A copy of all contribution agreements and contribution allowance agreements; and
(12)
A copy of the cooperative's most recent annual report delivered to the secretary of state under §
43-38-120
.
Acts 2004, ch. 534, § 23.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-119 - Preparation of annual reports

(a)
A cooperative shall prepare financial statements at least annually, which may be consolidated or combined statements of the cooperative and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the reporting period and an income statement for that period. If financial statements are prepared for the cooperative on the basis of generally accepted accounting principles, the financial statements of any subsidiary must also be prepared on that basis. If requested in writing by any member or holder of financial rights, the cooperative shall furnish the statements to such person as set out in subsection (c).
(b)
If the annual financial statements are reported by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the chief manager or the person responsible for the cooperative's accounting records:
(1)
Stating that person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2)
Describing any respects in which the statements were not prepared on a basis for accounting consistent with the statements prepared for the preceding year.
(c)
A cooperative shall mail the annual financial statements to each requesting member or holder of financial rights, within one (1) month after notice of the request; provided however, that with respect to the financial statements for the most recently completed fiscal year, the statements shall be mailed to the member within four (4) months after the close of the fiscal year.
Acts 2004, ch. 534, § 23.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-120 - Filing of annual reports - Required information - Currency of report - Time of filing

(a)
Each domestic cooperative shall deliver to the secretary of state for filing an annual report that sets forth:
(1)
The name of the cooperative and the jurisdiction under whose law it is incorporated;
(2)
The street address and zip code of its registered office and the name of its registered agent at that office in this state;
(3)
The street address, including the zip code, of its principal executive office;
(4)
The names and business addresses, including the zip code, of its board;
(5)
The names and business addresses, including the zip code, of its managers or equivalent;
(6)
The federal employer identification number (FEIN) of the cooperative, or if such number has not been obtained, a representation that it has been applied for; and
(7)
The number of members of the cooperative at the date of filing.
(b)
Information in the annual report shall be current as of the date the annual report is executed on behalf of the cooperative.
(c)
Every cooperative shall file the annual report with the secretary of state on or before the first day of the fourth month following the end of the close of the cooperative's fiscal year.
Acts 2004, ch. 534, § 23.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-121 - Indemnification

Subject to such standards and restrictions, if any, as are set forth in its articles or bylaws, a cooperative may, and shall have the power to, indemnify and hold harmless any member or officer or other person from and against any and all claims and demands whatsoever.
Acts 2004, ch. 534, § 30.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-123 - Management of property and assets

(a)
A cooperative may, by affirmative vote of a majority of the board present, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of directors considers expedient, and without member approval:
(1)
(A)
Sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business;
(B)
Grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business; or
(C)
Transfer any or all of its property to a business entity all the ownership interests of which are owned by the cooperative.
(2)
Unless the articles require it, approval by the members of a transaction described in subdivision (a)(1) is not required.
(b)
A cooperative, by affirmative vote of a majority of the board of directors present, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its good will, not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of directors considers expedient, when approved at a regular or special meeting of the members by the affirmative vote of the owners of a majority of the voting power of the interests entitled to vote. Written notice of the meeting must be given to all members whether or not they are entitled to vote at the meeting. The written notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the cooperative.
(c)
Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by its current chair of the board of directors or authorized agents.
(d)
The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by the statutes of this state.
Acts 2004, ch. 534, § 31.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-124 - Promulgation of rules and regulations - Destruction of records

The secretary of state has the authority and is empowered to perform the duties required of the secretary of state by this chapter including, without limitation, the authority to promulgate necessary and appropriate rules and regulations pursuant to the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, and the power to destroy any records in the secretary of state's office concerning a cooperative ten (10) years after such cooperative has dissolved, withdrawn from the state or has had its certificate of authority revoked.
Acts 2004, ch. 534, § 33.
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 1 - GENERAL PROVISIONS (§§ 43-38-101 — 43-38-125) › Section 43-38-125 - Deputies of the secretary of state

An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under this chapter is the equivalent of the act of the secretary of state; provided, however, that the deputy signs the name of the secretary of state by the deputy as deputy.
Acts 2004, ch. 534, § 33.
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 2 - ORGANIZATION OF COOPERATIVE (§§ 43-38-201 — 43-38-204) › Section 43-38-201 - Organizational purpose

A cooperative may be formed and organized on a cooperative plan as provided under this title, to market, process, or otherwise change the form or marketability of crops, livestock and other agricultural products, including manufacturing and further processing of those products and other purposes that are necessary or convenient to facilitate the production or marketing of agricultural products by patron members and other purposes that are related to the business of the cooperative; to provide supplies and services to its members; and for purposes that cooperatives are authorized by law.
Acts 2004, ch. 534, § 4.
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 2 - ORGANIZATION OF COOPERATIVE (§§ 43-38-201 — 43-38-204) › Section 43-38-202 - Organizers - Date of formation

(a)
A cooperative may be organized by one (1) or more individuals who are adult natural persons, who may act for themselves as individuals or as the agents of other entities, by filing with the secretary of state articles for the cooperative that contain the information required by §
43-38-203
. The organizers forming the cooperative need not be members of the cooperative. Unless a delayed effective date is specified in the articles, the cooperative is formed and its existence begins when the articles are filed with the secretary of state.
(b)
If the date of formation is the date of filing of the articles, the secretary of state's acceptance for filing of the articles is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation or existence of the cooperative or to dissolve the cooperative involuntarily.
(c)
If the date of formation of the cooperative is later than the date of filing of the initial articles with the secretary of state, the organizers or any member may, within thirty (30) days after the date of actual formation, file a certificate of formation that states that the cooperative was formed and the date of formation. If a certificate of formation is not filed within one hundred twenty (120) days from the date of initial filing of the articles, the presumed effective date of the formation shall be on the ninetieth day following the date of filing of the articles. The presumption, however, can be rebutted.
(d)
If the date of formation of the cooperative is later than the date of filing of the initial articles with the secretary of state, the secretary of state's acceptance for filing of the certificate of formation is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation or existence of the cooperative or to dissolve the cooperative involuntarily.
Acts 2004, ch. 534, § 4.
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 2 - ORGANIZATION OF COOPERATIVE (§§ 43-38-201 — 43-38-204) › Section 43-38-204 - Existence - Duration

(a)
The existence of a cooperative shall begin when the articles are filed with the secretary of state.
(b)
A cooperative shall have a perpetual duration unless the cooperative provides for a limited period of duration in the articles of organization.
Acts 2004, ch. 534, § 5.
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 3 - BYLAWS (§§ 43-38-301 — 43-38-303) › Section 43-38-301 - Bylaws - Provisions - Amendments

(a)
A cooperative shall have bylaws in writing governing the cooperative's business affairs, structure, the qualifications, classification, rights and obligations of members, and the classifications, allocations and distributions of membership interests.
(b)
The bylaws of a cooperative may be adopted or amended by the board of directors as provided in subsection (c), or at a regular or special members' meeting if:
(1)
The notice of the regular or special meeting contains a statement that the bylaws or restated bylaws will be voted upon and copies are included with the notice, or copies are available upon request from the cooperative and summary statement of the proposed bylaws or amendment is included with the notice;
(2)
A quorum is registered as being present or represented by mail or alternative voting method if the mail or alternative voting method is authorized by the board; and
(3)
The bylaws or amendment is approved by a majority vote cast, or, for a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the bylaws or amendment is approved by a proportion of the vote cast or a number of the total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
(c)
Until the next annual or special members' meeting, the majority of directors may adopt and amend bylaws for the cooperative that are consistent with subsection (d). Bylaws may be further amended or repealed by the members at an annual or special members' meeting.
(d)
Bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that are not inconsistent with law or the articles, and shall include the following:
(1)
The number of directors, and the qualifications, manner of election, powers, duties, and compensation, if any, of directors;
(2)
The qualifications of members and any limitations on their number;
(3)
The manner of admission, withdrawal, suspensions, and expulsion of members; and
(4)
Generally, the governance rights, financial rights, assignability of governance and financial rights, and other rights, privileges and obligations of members and their membership interests, which may be further described in member control agreements.
Acts 2004, ch. 534, § 6.
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 3 - BYLAWS (§§ 43-38-301 — 43-38-303) › Section 43-38-302 - Approval of and agreement to bylaws - Vote to amend - Enforcement

(a)
Except as otherwise provided in the articles, the bylaws must initially be agreed to by all members or the organizer or organizers. Any person becoming a member after the bylaws have been adopted by the organizers or the members will be deemed to have agreed to the bylaws.
(b)
Unless otherwise provided in the articles or the bylaws, the amendment of the bylaws shall require the vote of members necessary to amend the articles.
(c)
(1)
A court of equity may enforce the bylaws by injunction or by such other equitable relief as the court in its discretion determines to be fair and appropriate in the circumstances.
(2)
As an alternative to injunctive or other equitable relief, when §
43-38-1015
is applicable, a court of equity may conduct or continue the dissolution and winding up of the cooperative.
(3)
Notwithstanding any provision of law to the contrary, any agreement to give dissolution avoidance consent, whether or not contained in the articles, the bylaws or other agreement entered into before the event of dissolution, is not specifically enforceable.
Acts 2004, ch. 534, § 6.
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 3 - BYLAWS (§§ 43-38-301 — 43-38-303) › Section 43-38-303 - Emergency bylaws

(a)
Unless the article provides otherwise, the board of directors or the organizers of a cooperative may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the cooperative during the emergency, including:
(1)
Procedures for calling a meeting of the board of directors;
(2)
Quorum requirements for the meeting; and
(3)
Designation of additional or substitute directors.
(b)
All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c)
Action taken in good faith in accordance with the emergency bylaws:
(1)
Binds the cooperative; and
(2)
May not be used to impose liability on a director, officer, employee or agent of the cooperative.
Acts 2004, ch. 534, § 6.
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 4 - ARTICLES OF COOPERATIVE (§§ 43-38-401 — 43-38-406) › Section 43-38-401 - Amendment of articles - No vested property rights conferred

(a)
A cooperative may amend its articles at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.
(b)
A member of a cooperative does not have a vested property right resulting from any provision in the articles or bylaws, including provisions relating to management control, capital structure, distribution, entitlement or purpose or duration of the cooperative.
Acts 2004, ch. 534, § 9.
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 4 - ARTICLES OF COOPERATIVE (§§ 43-38-401 — 43-38-406) › Section 43-38-402 - Procedure for amending articles

(a)
The articles of a cooperative shall be amended as follows:
(1)
The board by majority vote shall pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached mail ballot, if the board has provided for a mail ballot in the resolution or alternative method approved by the board and stated in the resolution, shall be mailed or distributed with a regular or special meeting notice to each member. The notice shall designate the time and place of the meeting for the proposed amendment to be considered and voted on; and
(2)
If a quorum of the members is registered as being present or represented by alternative vote at the meeting, the proposed amendment is adopted:
(A)
If approved by a majority of the votes cast; or
(B)
For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the amendment is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
(b)
After an amendment has been adopted by the members, the amendment shall be signed by the chair, vice-chair, records officer, or assistant records officer and a copy of the amendment filed in the office of the secretary of state.
(c)
A certificate shall be prepared stating:
(1)
The vote and meeting of the board adopting a resolution of the proposed amendment;
(2)
The notice given to members of the meeting at which the amendment was adopted;
(3)
The quorum registered at the meeting; and
(4)
The vote cast adopting the amendment.
(d)
The certificate shall be signed by the chair, vice-chair, records officer or financial officer and filed with the records of the cooperative.
(e)
A majority of directors may amend the articles if the cooperative does not have any members with voting rights.
Acts 2004, ch. 534, § 9.
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 4 - ARTICLES OF COOPERATIVE (§§ 43-38-401 — 43-38-406) › Section 43-38-403 - Filing of amendments

A cooperative amending its articles of organization shall deliver to the secretary of state for filing articles of amendment setting forth:
(1)
The name of the cooperative;
(2)
The text of each amendment adopted;
(3)
The date of each amendment's adoption;
(4)
If an amendment was duly adopted by the board of directors without member action, a statement to that effect and that member action was not required; and
(5)
If an amendment was duly adopted by the members, a statement to that effect.
Acts 2004, ch. 534, § 9.
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 4 - ARTICLES OF COOPERATIVE (§§ 43-38-401 — 43-38-406) › Section 43-38-404 - Restatement of articles

(a)
A cooperative's board of directors may restate its articles at any time with or without member action.
(b)
The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring member approval, it shall be adopted as provided in §
43-38-402
.
(c)
If the board of directors submits a restatement for member action, 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 shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
(d)
A cooperative restating its articles shall deliver to the secretary of state the restated articles, setting forth the name of the cooperative and the text of the restated articles, together with a certificate setting forth:
(1)
Whether the restatement contains an amendment to the articles requiring member approval and, if it does not, that the board of directors adopted the restatement; or
(2)
If the restatement contains an amendment to the articles requiring member approval, the information required by §
43-38-403
.
(e)
If the restatement contains an amendment to the articles, it shall be designated in the heading "Amended and Restated Articles".
(f)
The restated articles must contain all the requirements of articles as set forth in §
43-38-203
.
(g)
Duly adopted and restated articles supersede the original articles and all prior amendments to the articles.
(h)
The secretary of state may certify restated articles as the articles currently in effect without including the certificate information required by subsection (d).
Acts 2004, ch. 534, § 9.
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 4 - ARTICLES OF COOPERATIVE (§§ 43-38-401 — 43-38-406) › Section 43-38-405 - Court ordered plan of reorganization

(a)
A cooperative's articles may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles after amendment contain only provisions required or permitted by §
43-38-203
.
(b)
The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:
(1)
The name of the cooperative;
(2)
The text of each amendment approved by the court;
(3)
The date of the court's order or decree approving the articles of amendment;
(4)
The title of the reorganization proceeding in which the order or decree was entered; and
(5)
A statement that the court had jurisdiction of the proceeding under federal statute.
(c)
Members of a cooperative undergoing reorganization do not have dissenters' rights, except as and to the extent provided in the reorganization plan.
(d)
This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Acts 2004, ch. 534, § 9.
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 4 - ARTICLES OF COOPERATIVE (§§ 43-38-401 — 43-38-406) › Section 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.
Acts 2004, ch. 534, § 9.
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 5 - MEMBERSHIP (§§ 43-38-501 — 43-38-532) › Section 43-38-503 - Assignment of member's financial rights

(a)
Except as provided in subsection (c), a member's financial rights are transferable in whole or in part.
(b)
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.
(c)
(1)
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.
(2)
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.
Acts 2004, ch. 534, § 17.
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 5 - MEMBERSHIP (§§ 43-38-501 — 43-38-532) › Section 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.
Acts 2004, ch. 534, § 17.
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 5 - MEMBERSHIP (§§ 43-38-501 — 43-38-532) › Section 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.
Acts 2004, ch. 534, § 17.
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 5 - MEMBERSHIP (§§ 43-38-501 — 43-38-532) › Section 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.
Acts 2004, ch. 534, § 17.
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 5 - MEMBERSHIP (§§ 43-38-501 — 43-38-532) › Section 43-38-508 - Death, incompetence, or bankruptcy of member - Member that is dissolved, terminated, or in receivership

(a)
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.
(b)
If an event referred to in subsection (a) causes the termination of a member's interest, then:
(1)
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
(2)
The rights to be exercised by the legal representative of the successor will be limited accordingly.
Acts 2004, ch. 534, § 18.
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 5 - MEMBERSHIP (§§ 43-38-501 — 43-38-532) › Section 43-38-509 - Contribution agreements or contribution allowance agreements - Preemptive rights

(a)
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.
(b)
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.
(c)
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:
(1)
In a form other than money;
(2)
Reflected pursuant to a plan of merger or exchange;
(3)
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;
(4)
Pursuant to a previously made contribution allowance agreement; or
(5)
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.
Acts 2004, ch. 534, § 19.
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 5 - MEMBERSHIP (§§ 43-38-501 — 43-38-532) › Section 43-38-510 - Annual members' meetings

(a)
Regular members' meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws.
(b)
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.
(c)
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.
(d)
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.
(e)
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.
Acts 2004, ch. 534, § 20.
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 5 - MEMBERSHIP (§§ 43-38-501 — 43-38-532) › Section 43-38-511 - Special members' meetings

(a)
Special members' meetings of the members may be called by:
(1)
A majority vote of the board; or
(2)
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.
(b)
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.
Acts 2004, ch. 534, § 20.