Chapter 38 - Tennessee Processing Cooperative Law
- Part 1 - General Provisions
- 43-38-101 - Short title.
- 43-38-102 - Reservation of power to amend or repeal.
- 43-38-103 - Chapter definitions.
- 43-38-104 - Notice.
- 43-38-105 - Name of cooperative.
- 43-38-106 - Reservation of cooperative name with secretary of state.
- 43-38-107 - Registered office and registered agent.
- 43-38-108 - Change of registered office or registered agent.
- 43-38-109 - Resignation of registered agent.
- 43-38-110 - Service on cooperative.
- 43-38-111 - Service Role of secretary of state.
- 43-38-112 - Fees and taxes.
- 43-38-113 - Powers of cooperative.
- 43-38-114 - Marketing contracts.
- 43-38-115 - Unclaimed property.
- 43-38-116 - Challenge of cooperative action.
- 43-38-117 - Limitation of liability.
- 43-38-118 - Required records and information.
- 43-38-119 - Preparation of annual reports.
- 43-38-120 - Filing of annual reports Required information Currency of report Time of filing.
- 43-38-121 - Indemnification.
- 43-38-122 - Merger and consolidation.
- 43-38-123 - Management of property and assets.
- 43-38-124 - Promulgation of rules and regulations Destruction of records.
- 43-38-125 - Deputies of the secretary of state.
- Part 2 - Organization of Cooperative
- Part 3 - Bylaws
- Part 4 - Articles of Cooperative
- Part 5 - Membership
- 43-38-501 - Amount and division of membership of interests Selling and transferring interests Purchasing interests Dissent.
- 43-38-502 - Termination of membership.
- 43-38-503 - Assignment of member's financial rights.
- 43-38-504 - Assignment of governance rights Consequence of ineffective assignment.
- 43-38-505 - Restrictions on assignment of governance rights.
- 43-38-506 - When assignment of financial and governance rights effective.
- 43-38-507 - Judgment creditors of members.
- 43-38-508 - Death, incompetence, or bankruptcy of member Member that is dissolved, terminated, or in receivership.
- 43-38-509 - Contribution agreements or contribution allowance agreements Preemptive rights.
- 43-38-510 - Annual members' meetings.
- 43-38-511 - Special members' meetings.
- 43-38-512 - Notice of meetings.
- 43-38-513 - Certificate and statement of notice.
- 43-38-514 - Failure to receive notice.
- 43-38-515 - Waiver of notice.
- 43-38-516 - Action without a meeting on written consent.
- 43-38-517 - Procedure for taking action without a meeting on written consent.
- 43-38-518 - Proposal to take action without a meeting Notice Procedure for calling a meeting.
- 43-38-519 - Quorum requirements.
- 43-38-520 - Action of members after vote Class or series of memberships.
- 43-38-521 - Proxy voting prohibited.
- 43-38-522 - Number of votes allowed Time for voting Method of voting Members represented by delegates Absentee ballots.
- 43-38-523 - Voting for cooperative constituted of other cooperatives or associations Cooperative organized into units or districts of patron members.
- 43-38-524 - Written member control agreements.
- 43-38-525 - Representative of the cooperative at meetings of cooperative owned business entities.
- 43-38-526 - Determination of the owners of membership interests.
- 43-38-527 - Grouping of members.
- 43-38-528 - Violations of articles, bylaws, member control agreements or marketing contracts Surrender of financial rights Surrender of voting rights.
- 43-38-529 - Member liability.
- 43-38-530 - Inspection and copying of records by members.
- 43-38-531 - Inspection and copying of records by member's agent or attorney.
- 43-38-532 - Enforcement of right to inspect and copy records.
- Part 6 - Board of Directors and Officers
- 43-38-601 - Powers.
- 43-38-602 - Agency of members in the cooperative.
- 43-38-603 - Goverance of cooperative.
- 43-38-604 - Qualifications of directors.
- 43-38-605 - Number of directors.
- 43-38-606 - Election of directors Alternative voting.
- 43-38-607 - Filling vacancies.
- 43-38-608 - Resignation of directors.
- 43-38-609 - Removal of directors.
- 43-38-610 - Compensation of directors.
- 43-38-611 - Limitation of director's liability.
- 43-38-612 - Meetings of the board of directors Place Electronic communication Special meetings Notice Waiver of notice.
- 43-38-613 - Quorum of the board.
- 43-38-614 - Action without a meeting of the board of directors.
- 43-38-615 - Creation of committees.
- 43-38-616 - Standards for directors.
- 43-38-617 - Conflict of interest.
- 43-38-618 - Officers.
- 43-38-619 - Election or appointment of officers.
- 43-38-620 - Residency requirements for officers.
- 43-38-621 - Standards for officers.
- 43-38-622 - Resignation or removal of officers.
- Part 7 - Derivative Proceedings
- Part 8 - Dissenter's Rights
- Part 9 - Contribution and Distribution
- Part 10 - Dissolution and Termination
- 43-38-1001 - Dissolution by organizers or initial directors.
- 43-38-1002 - Voluntary dissolution.
- 43-38-1003 - Grounds for administrative dissolution.
- 43-38-1004 - Procedure for and effect of administrative dissolution.
- 43-38-1005 - Reinstatement following administrative dissolution.
- 43-38-1006 - Appeal from denial of reinstatement.
- 43-38-1007 - Articles of termination following administrative dissolution.
- 43-38-1008 - Filing notice of dissolution and effect.
- 43-38-1009 - Collection and payment of debts Transfer of assets Distribution to members.
- 43-38-1010 - Known and unknown claims against cooperative.
- 43-38-1011 - Claims against dissolving cooperative.
- 43-38-1012 - Filing of articles of termination upon dissolution and completion of winding up of cooperative.
- 43-38-1013 - Revocation of dissolution proceedings.
- 43-38-1014 - Termination of existence.
- 43-38-1015 - Dissolution under the supervision of the court.
- 43-38-1016 - Judicial intervention.
- 43-38-1017 - Judicial dissolution.
- 43-38-1018 - Procedure for judicial dissolution.
- 43-38-1019 - Receivership.
- 43-38-1020 - Filing of claims.
- 43-38-1021 - Discontinuation of dissolution for lack of cause.
- 43-38-1022 - Court order dissolving cooperative.
- 43-38-1023 - Certified copy of dissolution.
- 43-38-1024 - Liquidation.
- 43-38-1025 - Right to sue or defend after dissolution.
- 43-38-1026 - Equitable relief Dissolution and liquidation.
- 43-38-1027 - Claims procedure.
- Part 11 - Document Requirements
- 43-38-1101 - Filing requirements.
- 43-38-1102 - Forms.
- 43-38-1103 - Filing, service and copying fees.
- 43-38-1104 - Corrections.
- 43-38-1105 - Filing duty of secretary of state.
- 43-38-1106 - Appeal of refusal to file document.
- 43-38-1107 - Copy as evidence.
- 43-38-1108 - Penalty for signing false document.
- 43-38-1109 - Effective time and date of document.