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 43-38-1026 - Equitable relief - Dissolution and liquidation

(a)
A court may grant equitable relief that it deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business:
(1)
In a supervised voluntary dissolution that is applied for by the cooperative;
(2)
In an action by a member when it is established that:
(A)
The directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the cooperative's affairs and the members are unable to break the deadlock;
(B)
The directors or those in control of the cooperative have acted fraudulently, illegally or in a manner unfairly prejudicial toward one (1) or more members in their capacities as members, directors or officers;
(C)
The members of the cooperative are so divided in voting power that, for a period that includes the time when two (2) consecutive regular members' meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;
(D)
The cooperative assets are being misapplied or wasted; or
(E)
The period of duration as provided in the articles has expired and has not been extended as provided in this chapter;
(3)
In an action by a creditor when:
(A)
The claim of the creditor against the cooperative has been reduced to judgment and an execution on the judgment has been returned unsatisfied; or
(B)
The cooperative has admitted in writing that the claim of the creditor against the cooperative is due and owing and it is established that the cooperative is unable to pay its debts in the ordinary course of business; or
(4)
In an action by the attorney general and reporter to dissolve the cooperative in accordance with this subsection (a), when it is established that a decree of dissolution is appropriate.
(b)
In determining whether to order equitable relief or dissolution, the court shall take into consideration the financial condition of the cooperative, but may not refuse to order equitable relief or dissolution solely on the ground that the cooperative has accumulated operating net income or current operating net income.
(c)
In deciding whether to order dissolution of the cooperative, the court shall consider whether lesser relief suggested by one (1) or more parties, such as a form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision (a)(2)(B) or (a)(2)(C). Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.
(d)
If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, the court may in its discretion award reasonable expenses, including attorneys' fees and disbursements, to any of the other parties.
(e)
Proceedings under this section shall be brought in a court within the county where the registered address of the cooperative is located.
(f)
It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.
Acts 2004, ch. 534, § 32.