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 5 - MEMBERSHIP (§§ 43-38-501 — 43-38-532) › Section 43-38-512 - Notice of meetings

(a)
(1)
Except as otherwise provided in this chapter or in the articles, written notice to all meetings of members must be given to every member entitled to vote on the matters to be considered, unless:
(A)
The meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of adjournment; or
(B)
The following have been mailed by first class, certified or registered mail to a member at the address in the cooperative records and returned undeliverable:
(i)
Two (2) consecutive meeting notices; and
(ii)
All payments of distributions for the greater of a twelve-month period or two (2) distributions.
(2)
An action or meeting that is taken or held without notice under subdivision (a)(1)(B) has the same force and effect as if notice was given. If the member delivers a written notice of the member's current address to the cooperative, the notice requirement is reinstated.
(3)
Unless otherwise provided in the articles or bylaws, the record date for the determination of the owners of membership interests entitled to notice of and to vote at any meeting of members is the close of business and the date before the first notice is sent to the members.
(b)
The notice must contain the date, time and place of the meeting, and any other information required by this chapter. In the case of a meeting, other than the required annual meeting of the board of directors, the notice must contain a statement of the purposes of the meeting. The notice may also contain any other information required by the articles or bylaws or considered necessary or desirable by the person or persons calling the meeting.
(c)
A certificate of the secretary or other person giving notice that the notice required by this section has been given, in the absence of fraud, shall be prima facie evidence of the facts stated therein.
(d)
Notwithstanding provisions in the articles or bylaws to the contrary, all members and parties to contribution agreements or contribution allowance agreements, or both, shall be entitled to receive notices of the annual meetings of the members of a board-managed cooperative and notices of all meetings of a cooperative called for the purpose of considering any of the following actions:
(1)
Dissolution;
(2)
Liquidation;
(3)
Sale of all or substantially all of the assets of the cooperative outside the ordinary course of business; or
(4)
Merger.
(e)
The failure of the cooperative to properly notify the parties not entitled to vote on a matter shall not invalidate or void any action described in this section taken at the meeting.
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 43-38-513 - Certificate and statement of notice

(a)
After mailing special or regular members' meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular members' meeting notices were mailed or delivered as prescribed by law.
(b)
The certificate shall be made a part of the record 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 43-38-514 - Failure to receive notice

Failure of a member to receive a special or regular members' meeting notice does not invalidate an action that is taken by the members at a members' meeting.
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 43-38-515 - Waiver of notice

(a)
A member may waive any notice required by this section. Except as otherwise provided in this section, a waiver of notice by a member entitled to notice is effective, whether given before or after the meeting or other balloting, if notice is given in writing, signed by the member entitled to the notice, and filed with the minutes or corporate records.
(b)
A member's attendance at or participation in a meeting waives any required notice to the member of the meeting, unless the member, at the beginning of the meeting or promptly upon the member's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. The secretary is required to note the objection in the minutes of the meeting.
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 43-38-516 - Action without a meeting on written consent

(a)
Unless the articles provide otherwise, any action required or permitted to be taken at a meeting of the members may be taken without a meeting by action on written consent as provided in §
43-38-517
or on recommendation of the board of directors as provided in §
43-38-518
. Any action taken pursuant to §
43-38-517
or §
43-38-518
has the effect of a meeting and vote and may be described as such in any document. Any requirement in this chapter for action at a meeting will be satisfied by an action taken in accordance with §
43-38-517
or §
43-38-518
.
(b)
If this chapter, the articles or bylaws require that notice of proposed action be given to members and the action is to be taken by members pursuant to §
43-38-517
or §
43-38-518
, then the cooperative must give its members who would not be entitled to vote on the matter a written notice of the proposed action at least ten (10) days before action is taken on written consent or at the same time notice is given to the members entitled to vote under §
43-38-518
. The notice must contain or be accompanied by the same material that would have been required to be sent to members in a notice of meeting at which the proposed action would have been submitted to the members for action.
Acts 2004, ch. 534, § 21.
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 43-38-517 - Procedure for taking action without a meeting on written consent

(a)
To take action on written consent:
(1)
A written waiver of acting at a meeting must be signed by all members, or a smaller number or percentage interest as provided for in the articles or bylaws, but not less than a majority in voting power; and
(2)
A written consent must be signed by members who own membership interests with voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present.
(b)
The action must be evidenced by one (1) or more instruments evidencing the waiver and consent, which shall be delivered to the secretary for inclusion in the records of the cooperative. All such instruments may be signed in counterparts.
(c)
If not otherwise determined under §
43-38-526
, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).
(d)
Unless otherwise provided in the articles or the bylaws, the action on written consent is effective when the last required member signs the waiver and written consent, unless a different effective time is provided in the instrument evidencing the written consent itself.
Acts 2004, ch. 534, § 21.
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 43-38-518 - Proposal to take action without a meeting - Notice - Procedure for calling a meeting

(a)
Except with respect to dissolution, liquidation or merger, the board of directors may, acting on the board's initiative, make a proposal to the members to take an action without a meeting. All members entitled to vote shall be given written notice of the proposal. The notice shall require a written response within a specified time, but not less than thirty (30) days from the effective date of the notice and shall contain the recommendation of the board of directors. The failure of a member to respond within the time specified in the notice shall constitute a vote in favor of the recommendation of the board of directors, as the case may be. The notice shall contain a statement concerning the voting effect of the failure of a member to timely respond to the proposal. Except as provided in subsection (b), if the voting power of the members responding in favor of the recommendation as to the proposal, combined with the voting power of the members failing to respond, is equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present, then the proposal shall become the action of the members of the cooperative effective as of the expiration of the notice period.
(b)
Notwithstanding subsection (a), if members with twenty percent (20%) of the aggregate voting power of the cooperative or the class, series, or group of the members entitled to vote on the specific matter notify the secretary in writing within fifteen (15) days of the giving of the notice that a meeting should be called to consider one (1) or more of the matters on which the board of directors has made recommendation, the vote may not be taken as provided in this section, but a meeting of the members shall be called to consider and to take action on the matter.
Acts 2004, ch. 534, § 21.
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 43-38-519 - Quorum requirements

(a)
The quorum for a members' meeting to transact business shall be:
(1)
Ten percent (10%) of the total number of members for a cooperative with five hundred (500) or fewer members; or
(2)
Fifty (50) members for cooperatives with more than five hundred (500) members.
(b)
In determining a quorum at a meeting, on a question submitted to a vote by mail or an alternative method, members present in person or represented by mail vote or the alternative voting method shall be counted. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members of the cooperative present at the meeting. The registration shall be verified by the chair or the records officer of the cooperative and shall be reported in the minutes of the meeting.
(c)
An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken.
Acts 2004, ch. 534, § 22.
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 43-38-520 - Action of members after vote - Class or series of memberships

(a)
The members shall take action by the affirmative vote of the owners of the greater of:
(1)
A majority of the voting power of the membership interests present and entitled to vote on that item of business in a meeting in which a quorum is present; or
(2)
A majority of the voting power that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles of organization, or a member control agreement, requires a larger proportion. If the articles, bylaws, or a member control agreement requires a larger proportion than is required by this chapter for a particular action, the articles, bylaws, or the member control agreement controls.
(b)
In any case where a class or series of membership interests is entitled to vote as a class or series by this chapter, the articles of organization, bylaws, a member control agreement, or the terms of the membership interests, the matter being voted upon must also receive the affirmative vote of the owners of the same proportion of the membership interests present of that class or series; or of the total outstanding membership interests of that class or series, as the proportion required pursuant to subsection (a), unless the articles, bylaws, or the member control agreement require a larger proportion. Unless otherwise stated in the articles, bylaws, or a member control agreement, in the case of voting as a class or series, the minimum percentage of the total voting power of membership interests of the class or series that must be present is equal to the minimum percentage of all membership interests entitled to vote required to be present under §
43-38-516
.
Acts 2004, ch. 534, § 22.
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 43-38-521 - Proxy voting prohibited

Voting shall not be by proxy, except as provided in §
43-38-522(d)
.
Acts 2004, ch. 534, § 22.
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 43-38-523 - Voting for cooperative constituted of other cooperatives or associations - Cooperative organized into units or districts of patron members

(a)
A cooperative that is constituted entirely or partially of other cooperatives or associations may authorize by the articles or the bylaws for affiliated cooperative patron members to have an additional vote for:
(1)
A stipulated amount of business transacted between the patron member cooperative and the central cooperative organization;
(2)
A stipulated number of patron members in the member cooperative;
(3)
A certain stipulated amount of equity allocated to or held by the patron member cooperative in the cooperative central organization; or
(4)
A combination of methods in subdivisions (a)(1) through (a)(3).
(b)
A cooperative that is organized into units or districts of patron members, may, by the articles or the bylaws, authorize the delegates elected by its patron members or have an additional vote for:
(1)
A stipulated amount of business transacted between the patron members in the units or districts and the cooperative;
(2)
A certain stipulated amount of equity allocated to or held by the patron members of the units or districts of the cooperative; or
(3)
A combination of methods in subdivisions (b)(1) and (b)(2).
Acts 2004, ch. 534, § 22.
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 43-38-524 - Written member control agreements

(a)
A written agreement among persons who are then members, including a sole member, or who have signed subscription or contribution agreements, relating to the control of any phase of the business and affairs of the cooperative, its liquidation, dissolution and termination, or the relations among members or persons who have signed subscription or contribution agreements is valid as provided in subsection (b). Wherever this chapter provides that a particular result may or must be obtained through a provision in the articles of organization or bylaws, the same result can be accomplished through a member control agreement valid under this section or through a procedure established by a member control agreement valid under this section.
(b)
Other than patron member voting control under §
43-38-522
and patron member allocation and distribution provisions under §§
43-38-901
and
43-38-902
, a written agreement among persons described in subsection (a) that relates to the control of or the liquidation, dissolution and termination of the cooperative, the relations among them, or any phase of the business and affairs of the cooperative, including, without limitation, the management of its business, the declaration and payment of distributions, the sharing of profits and losses, the election of directors, the employment of members by the cooperative, or the arbitration of disputes, is valid, if the agreement is signed by all persons who are then the members of the cooperative, whether or not the members all have voting power, and all those who have signed contribution agreements, regardless of whether those signatories will, when members, have voting power.
(c)
This section does not apply to, limit, or restrict agreements otherwise valid, nor is the procedure set forth in this section the exclusive method of agreement among members or between the members and the cooperative with respect to any of the matters described.
(d)
Any assignee of any member's financial rights may not be a party to an agreement under subsection (a), unless that assignee is also a member or person or entity bound by a binding contribution agreement at the time the agreement is entered into.
(e)
Unless otherwise provided in the articles, bylaws or the member control agreement, the member control agreement will not terminate if the cooperative is combined into a new cooperative pursuant to merger, whether by a merger in dissolution or otherwise. Any other termination of the cooperative's existence will automatically terminate the member control agreement.
Acts 2004, ch. 534, § 22.
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 43-38-525 - Representative of the cooperative at meetings of cooperative owned business entities

A cooperative that holds ownership interests of another business entity may, by direction of the cooperative's board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative has authority to represent the cooperative and may cast the cooperative's vote at the business entity's meeting.
Acts 2004, ch. 534, § 22.
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 43-38-526 - Determination of the owners of membership interests

(a)
The articles or bylaws may fix a "record date" for the determination of the owners of membership interests entitled to notice of and entitled to vote at a meeting, to demand a meeting, to vote or to take any other action. When a date is so fixed, only members on that date are entitled to notice of and permitted to vote at that meeting of members or to take any other action on the subject of this notice. If no date is so fixed, the record date is the close of business the business day before the first notice is sent.
(b)
The secretary of the cooperative shall prepare a list of the names of all members who are entitled to vote at the meeting of the members and show the address of and membership interest or interests held by each member as reflected in the records of the cooperative.
(c)
The list must be available for inspection and copying by any member, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the cooperative's principal executive office or at a place identified in the meeting notice in the city where the meeting will be held. A violation of this subsection (c) entitles any member seeking to inspect the list to equitable relief under §
43-38-705
.
Acts 2004, ch. 534, § 22.
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 43-38-527 - Grouping of members

(a)
A cooperative may group members and patron members into districts, units or another basis, if and as authorized in its articles and bylaws, which may include authorization for the board to determine the groupings.
(b)
The board may do things necessary to implement the use of districts or units, including setting the time and place and prescribing the rules of conduct for holding meetings by districts or units to elect delegates to members' meetings.
Acts 2004, ch. 534, § 22.
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 43-38-528 - Violations of articles, bylaws, member control agreements or marketing contracts - Surrender of financial rights - Surrender of voting rights

(a)
A member who knowingly, intentionally, or repeatedly violates a provision of the articles, bylaws, member control agreement or marketing contract with the cooperative, may be required by the board to surrender the financial rights of membership interest of any class owned by the member.
(b)
The cooperative shall refund to the member for the surrendered financial rights of membership interest the lesser of the book value or market value of the financial right of the membership interest payable in not more than seven (7) years from the date of surrender, or the board may transfer all of any patron member's financial rights to a class of financial rights held by members who are not patron members, or to a certificate of interest that carries liquidation rights on par with membership interests and is redeemed within seven (7) years after the transfer as provided in the certificate.
(c)
Membership interests required to be surrendered may be reissued or retired and cancelled by the board.
(d)
A member who knowingly, intentionally or repeatedly violates a provision of the articles, bylaws, member control agreement, or a marketing contract, may be required by the board to surrender voting power in the cooperative.
Acts 2004, ch. 534, § 22.
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 43-38-529 - Member liability

A member is not, merely on account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separately contracted with the cooperative.
Acts 2004, ch. 534, § 22.
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 43-38-530 - Inspection and copying of records by members

(a)
A member of the cooperative is entitled to inspect and copy, during regular business hours at the cooperative's principal executive office, any of the records of the cooperative described in §
43-38-118
, if the member gives the cooperative written notice of the demand at least five (5) business days before the date on which the member wishes to inspect and copy.
(b)
The right of inspection granted by this section may not be abolished or limited by a cooperative's articles or bylaws.
(c)
This section does not affect:
(1)
The right of a member to inspect records, if the member is in litigation with the cooperative, to the same extent as any other litigant; or
(2)
The power of a court to compel the production of records for examination.
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 5 - MEMBERSHIP (§§ 43-38-501 — 43-38-532) › Section 43-38-531 - Inspection and copying of records by member's agent or attorney

(a)
A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
(b)
The right to copy records under §
43-38-530
includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c)
The cooperative may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
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 5 - MEMBERSHIP (§§ 43-38-501 — 43-38-532) › Section 43-38-532 - Enforcement of right to inspect and copy records

(a)
If a cooperative does not allow a member who complies with §
43-38-530(a)
to inspect and copy any records required by that subsection to be available for inspection, a court in the county where the cooperative's principal executive office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the cooperative's expense upon application of the member.
(b)
If the court orders inspection and copying of the records demanded, it shall also order the cooperative to pay the member's costs, including reasonable counsel fees, incurred to obtain the order, if the member proves that the cooperative refused inspection without a reasonable basis for doubt about the right of the member to inspect the records demanded.
(c)
If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
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 6 - BOARD OF DIRECTORS AND OFFICERS (§§ 43-38-601 — 43-38-622) › Section 43-38-601 - Powers

(a)
All powers shall be exercised by or under the authority of, and the business and affairs of the cooperative shall be managed by or under the direction of the board of directors, subject to subsection (b) and any limitations set forth in the articles or bylaws agreement. A cooperative shall be board-managed, as designated in its articles. Unless otherwise provided in the articles or bylaws, each director shall have equal voting power per capita with each other director.
(b)
For convenience, one (1) or more officers, members or directors may be designated in the articles as persons authorized to execute instruments transferring real property held in the name of the cooperative and may set forth any limitations on this authority. This designation, however, in the absence of a clear statement that the named person or persons are the only person or persons authorized to execute instruments transferring real property, does not imply that other members, officers or directors do not have the authority to execute such instruments under §
43-38-602
. A grant of authority contained in the current articles is conclusive in favor of a person who gives value without knowledge to the contrary.
Acts 2004, ch. 534, § 24.
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 43-38-602 - Agency of members in the cooperative

(a)
Unless the articles provide otherwise, no member is an agent of the cooperative for the purpose of its business, other than a member designated by the board of directors, including the execution in the cooperative name of any instrument, for apparently carrying on in the usual way the business of the cooperative of which the person is a member, and a member does not bind the cooperative, unless the member so acting has in fact the authority to act for the cooperative in the particular matter.
(b)
Unless the articles provide otherwise, the following persons are agents of the cooperative and may legally bind the cooperative, subject to the limitation on these persons contained in this chapter:
(1)
The president;
(2)
A person designated in the articles or the bylaws as being so authorized; or
(3)
A person designated in writing by action of the directors as being so authorized.
Acts 2004, ch. 534, § 24.
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 43-38-603 - Goverance of cooperative

A cooperative shall be governed by its board of directors, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to members.
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 43-38-604 - Qualifications of directors

The articles of organization or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the cooperative, unless the articles of organization or bylaws so prescribe.
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 43-38-605 - Number of directors

The board shall have not less than three (3) 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 43-38-606 - Election of directors - Alternative voting

(a)
Directors shall be elected for the term, at the time, and in the manner provided in this section and the bylaws. A majority of the directors shall be members and at least one (1) director shall be elected exclusively by the members holding patron membership interests. The voting authority of the directors shall be as prescribed in the bylaws; provided however, that at least fifty-one percent (51%) of the voting power on general matters of the cooperative shall be allocated to one (1) or more directors elected by members holding patron membership interests, or, in the alternative, one (1) or more directors elected by members holding patron membership interests shall have at least fifty-one percent (51%) voting power on general matters of the cooperative.
(b)
Directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws. Except for directors elected at district meetings, all directors shall be elected at the regular members' meeting.
(c)
For a cooperative with districts or other units, members may elect directors on a district or unit basis, if provided in the bylaws. The directors may be nominated or elected at district meetings, if provided in the bylaws. Directors who are nominated at district meetings shall be elected at the annual regular members' meeting by vote of the entire membership, unless the bylaws provide that directors who are nominated at district meetings are to be elected by vote of the members of the district, at the district meeting or the annual regular members' meeting.
(d)
The following shall apply to alternative voting:
(1)
A member may not vote for a director other than by the member's presence at a meeting or by mail ballot authorized by the board of directors, unless alternative voting is authorized for election of directors by the articles or bylaws;
(2)
The ballot shall be in a form prescribed by the board;
(3)
The member shall mark the ballot for the candidate chosen and mail the ballot to the cooperative in a sealed plain envelope inside another envelope bearing the member's name, or shall vote in the alternative manner prescribed by the board; and
(4)
If the ballot of the member is received by the cooperative on or before the date of the regular members' meeting, the ballot shall be accepted and counted as the vote of the absent member.
(e)
If a member of a cooperative is not a natural person, and the bylaws do not provide otherwise, the member may appoint or elect one (1) or more natural persons to be eligible for election as a director to the board.
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 43-38-607 - Filling vacancies

If a patron member director's position becomes vacant for a director who was elected by patron members, the board shall appoint a patron member of the cooperative to fill the director's position until the next regular or special members' meeting; provided however, that if there is only one (1) patron member director, a special members' meeting shall be called to fill the patron member director vacancy. If the vacating director was not a patron member, the board shall appoint a patron member or a patron member's representative to fill the vacant position. At the next regular or special members' meeting, the members or patron members shall elect a director to fill the unexpired term of the vacant director's position.
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 43-38-608 - Resignation of directors

(a)
A director may resign at any time by delivering written notice to the board of directors, its chair or president, or to the corporation.
(b)
A resignation is effective when the notice is delivered, unless the notice specifies a later effective date.
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 43-38-609 - Removal of directors

(a)
The members electing a director may remove the director at a members' meeting for cause related to the duties of the position of director and fill the vacancy caused by the removal.
(b)
If a director is elected exclusively by the members holding patron membership interests, only the patron members may participate in the vote to remove the director.
(c)
A director may be removed by the members or directors only at a meeting called for the purpose of removing the director, and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors.
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 43-38-610 - Compensation of directors

Unless the articles or bylaws provide otherwise, the board of directors may fix the compensation 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 43-38-611 - Limitation of director's liability

(a)
A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles, except as provided in subsection (b).
(b)
The articles may not eliminate or limit the liability of a director for:
(1)
A breach of the director's duty of loyalty to the cooperative or its members;
(2)
Acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;
(3)
A transaction from which the director derived an improper personal benefit; or
(4)
An act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.
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 43-38-612 - Meetings of the board of directors - Place - Electronic communication - Special meetings - Notice - Waiver of notice

(a)
Meetings of the board of directors may be held from time to time as provided in the articles or bylaws at any place within or without the state that the board of directors may select or by any means described in subsection (b). If the board of directors fails to select a place for a meeting, the meeting must be held at the principal executive office, unless the articles or bylaws provide otherwise.
(b)
(1)
Unless the articles or bylaws provide otherwise, the board of directors may permit any or all directors to participate by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting and the minutes may reflect this.
(2)
A meeting held by electronic communication shall be deemed held at the location required by this section, articles or bylaws.
(c)
Unless the articles or bylaws provide otherwise, the chief manager or the lesser of a majority of the directors or two (2) directors may call a special meeting of the board of directors by giving two (2) days' notice to all directors of the date, time and place of the meeting. The notice need not state the purpose of the meeting, unless this chapter, the articles or the bylaws require it.
(d)
If the day or date, time, and place of a board of directors' meeting have been provided in the articles or bylaws, or a regular meeting date, time and place have been established by the board of directors, no notice of the meeting is required. Notice of an adjourned meeting need not be other than by announcement at the meeting at which adjournment is taken; provided, that the period of adjournment does not exceed one (1) month for any one (1) adjournment.
(e)
(1)
A director may waive any notice required by this section, the articles or bylaws before or after the date and time stated in the notice. Except as provided in subdivision (e)(2), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or other records of the cooperative.
(2)
A director's attendance at or participation in a meeting waives any required notice to the director of the meeting, unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
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 43-38-613 - Quorum of the board

(a)
Unless the articles or bylaws require a different number, a quorum of a board of directors consists of:
(1)
A majority of the fixed number of directors, if the cooperative has a fixed board size; or
(2)
A majority of the number of directors prescribed under the articles or bylaws, or if no number is prescribed, the number in office immediately before the meeting begins, if the cooperative has a variable-range board.
(b)
The articles or bylaws may authorize a quorum of a board of directors to consist of no fewer than one third (1/3) of the fixed or prescribed number of directors determined under subsection (a).
(c)
If a quorum is present, the affirmative vote of a majority of directors present is the act of the board of directors, unless the act, articles or bylaws require the vote of a greater number of directors.
(d)
If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion or number otherwise required for a quorum.
(e)
A director who is present at a meeting of the board of directors when cooperative action is taken is deemed to have assented to the action taken unless:
(1)
The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting business at the meeting;
(2)
The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3)
The director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the cooperative immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
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 43-38-614 - Action without a meeting of the board of directors

(a)
(1)
Unless the articles or bylaws provide otherwise, an action required or permitted to be taken at a board of directors' meeting may be taken without a meeting. If all directors consent to taking the action without a meeting, the affirmative vote for the number of directors that would be necessary to authorize or take the action at a meeting is the act of the board of directors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director in one (1) or more counterparts, indicating the signing director's vote or abstention on the action, and shall be included in the minutes or filed with the cooperative's records reflecting the action taken.
(2)
Notwithstanding subdivision (a)(1), the articles or bylaws may provide for written director action to be taken without all directors consenting to the waiver of actual meeting, but this consent must be of at least two thirds (2/3) of the directors.
(b)
The written action is effective when the last required director signs the action, unless a different effective time is provided in the written action.
(c)
If the articles or bylaws permit written action and waiver of meetings by less than all directors, all directors must be notified immediately of the action's text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken by this written action.
(d)
A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Any action requiring a meeting by the board of directors is satisfied by a consent signed under 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 43-38-615 - Creation of committees

(a)
Unless the articles or bylaws provide otherwise, the board of directors may create one (1) or more committees. A committee may consist of one (1) member. All members of committees of the board of directors who exercise powers of the board of directors must be members of the board of directors and serve at the pleasure of the board of directors.
(b)
The creation of a committee and appointment of a member or members to it must be approved by the greater of:
(1)
A majority of all the directors in office when the action is taken; or
(2)
The number of directors required by the articles or bylaws to take action under §
43-38-613
.
(c)
Sections
43-38-612
- 43-38-614, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
(d)
To the extent specified by the board of directors or in the articles or bylaws, each committee may exercise the authority of the board of directors under §
43-38-603
.
(e)
A committee may not:
(1)
Authorize distributions, except according to a formula or method prescribed by the board of directors;
(2)
Fill vacancies on the board of directors or on any of its committees;
(3)
Adopt, amend, or repeal bylaws; or
(4)
Authorize or approve the issuance or sale or contract for sale of shares or determine the designation and relative rights, preferences, and limitation of a class or series of shares, except that the board of directors may authorize a committee, or senior executive officer of the cooperative, to do so within limits specifically prescribed by the board of directors.
(f)
The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in §
43-38-616
.
Acts 2004, ch. 534, § 25.