State Codes and Statutes
Statutes > Tennessee > Title-43 > Chapter-38 > Part-10 > 43-38-102443-38-1024. Liquidation.
(a) A cooperative shall be dissolved as provided in the articles in a manner consistent with other business entities organized in this state, or if not provided, may be dissolved in the same manner as a limited liability company organized in this state; or the members may authorize a liquidation by adopting a resolution at a members' meeting. The liquidation may occur with or without a vote of dissolution. The notice of the members' meeting shall include a statement that the disposition of all or substantially all of the assets of the cooperative will be considered at the meeting. If a quorum is present in person, by mail ballot, or alternative method approved by the board at the members' meeting, the resolution approving of the liquidation is adopted if:
(1) Approved by two thirds (2/3) of the votes cast; or
(2) For a cooperative with articles or bylaws requiring more than two thirds (2/3) for approval and other conditions for approval, the resolution is approved by the 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) The board of directors by resolution may liquidate a cooperative, if the board obtains an opinion of a certified public accountant that the cooperative is unlikely to continue as a business based on its current finances.
[Acts 2004, ch. 534, § 32.]
