Title 43, Agriculture And Horticulture

Every such contract shall be binding and irrevocable by either party, and may be specifically enforced in equity; or, if breached by either party, the injured party may bring suit for damages at law, if the party elects to do so.

For the purpose of brevity and convenience, this chapter shall be known and may be cited as the “Cooperative Marketing Law.”

This chapter is enacted in order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products and other products of the soil, through cooperation; to eliminate speculation and waste; to make the distribution of agricultural products between pro…

(a) As used in this chapter, unless the context otherwise requires:(1) “Agricultural products” includes horticultural, viticultural, forestry, dairy, livestock, poultry, bee and any farm products;(2) “Association” means any corporation organized under this chapter;(3) “Member” in…

Eleven (11) or more persons, a majority of whom are residents of this state, engaged in the production of agricultural products, may form a nonprofit, cooperative association, with or without capital stock, under this chapter.

(1) An association may be organized to engage in any activity:(1) In connection with the marketing or selling of the agricultural products of its members, or with the harvesting, preserving, drying, processing, canning, packing, grading, storing, handling, shipping or utilization…

Every group of persons contemplating the organization of an association under this chapter is urged to communicate with the college of agricultural sciences and natural resources, University of Tennessee, which will inform the group whatever the survey of the marketing conditions…

(1) It is recognized that:(1) Agriculture is characterized by individual production in contrast to the group or factory system that characterizes other forms of industrial production;(2) The ordinary form of corporate organization permits industrial groups to combine for the purp…

(1) Each association incorporated under this chapter has the power to:(1) Engage in activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization of any agricultural prod…

(a) Under the terms and conditions prescribed in the bylaws adopted by it, an association may admit as members, or issue common stock to, only persons engaged in the production of the agricultural products to be handled by or through the association, including the lessees and ten…

(1) Each association formed under this chapter must prepare and file articles of incorporation, setting forth:(1) The name of the association;(2) The purpose for which it is formed;(3) The place where its principal business will be transacted;(4) The duration of the association, …

The capital stock may be divided into preferred and common stock. If so divided, the articles of incorporation must contain a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted, and the nat…

The articles must be signed by the incorporators; and when filed, the articles of incorporation, or certified copies thereof, shall be received in all the courts of this state and other places as prima facie evidence of the due incorporation of the association.

(a) An amendment, including a conversion to a general nonprofit corporation pursuant to § 48-61-109, must be approved by two-thirds (⅔) of the directors. An amendment changing the name of the association or its principal place of business must be adopted by the association if not…

(1) Each association incorporated under this chapter must, within thirty (30) days after its incorporation, adopt for its government and management, a code of bylaws, not inconsistent with the powers granted by this chapter. A majority vote of the members or stockholders, or thei…

In its bylaws, each association shall provide for one (1) or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time; and ten percent (10%) of the members or stockholders may file a petition stating the specific business t…

(a) The affairs of the association shall be managed by a board of not less than five (5) directors, elected by the members or stockholders from their own number. (b) The bylaws may provide that the territory in which the association has members shall be divided into districts and…

An association may provide a fair remuneration for the time actually spent by its officers and directors in its service and for the service of the members of its executive committee.

No director, during that director's term of office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of common stock of the association or others, or differing from terms generally …

The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board.

When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the bylaws provide for an election of directors by district stockholders. In that case, the board of directors …

The directors shall elect from their number a president and one (1) or more vice presidents. They shall also elect a secretary and a treasurer, who need not be directors or members of the association; and they may combine the two (2) latter offices and designate the combined offi…

Every officer, employee, and agent handling funds or negotiable instruments or property of or for any association created under this chapter shall be required to execute and deliver adequate bond for the faithful performance of that person's duties and obligations.

A member of an association established without capital stock who has paid the membership fee in full shall receive a certificate of membership.

No association shall issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note; but such retention as se…

No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on the member's membership fee or the member's subscription to the capital stock, including any unpaid balance on any promissory notes given in payment of that amount.

No member or stockholder shall be entitled to more than one (1) vote, regardless of the number of shares of common stock owned by that person.

Any association organized with stock under this chapter may issue preferred stock, with or without the right to vote. Preferred stock may be sold to any person, member or nonmember, and may be redeemable or retireable by the association on such terms and conditions as may be prov…

The bylaws shall prohibit the transfer of the common stock of the association to persons not engaged in the production of agricultural products handled by the association; and such restrictions must be printed upon every certificate of stock subject to the restrictions.

The association may, at any time, as specified in the bylaws, except when the debts of the association exceed fifty percent (50%) of the assets of the association, buy in or purchase its common stock at the book value of the common stock, as conclusively determined by the board o…

Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by five percent (5%) of the members, requesting the removal of the officer or director in question. The removal shall be vo…

In case the bylaws provide for election of directors by districts with primary elections in each district, then the petition for removal of a director must be signed by twenty percent (20%) of the members residing in the district from which the director was elected. The board of …

Upon demand of one third (⅓) of the entire board of directors, made immediately and so recorded at the same meeting at which the original motion was passed, any matter of policy that has been approved or passed by the board must be referred to the entire membership or the stockho…

The association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over ten (10) years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association, o…

(a) The bylaws or the marketing contract may fix, as liquidated damages, specific sums to be paid by the member or stockholder to the association upon the breach by the member or stockholder of any provision of the marketing contract regarding the sale or delivery or withholding …

Whenever an association, organized under this chapter with preferred capital stock, purchases the stock or any property, or any interest in any property of any person, it may discharge the obligations so incurred, wholly or in part, by exchanging for the acquired interest, shares…

Any law that is in conflict with this chapter shall be construed as not applying to the associations provided for in this chapter.

Any exemptions whatsoever under all existing laws applying to agricultural products in the possession or under the control of the individual producer shall apply similarly and completely to such products delivered by its former members in the possession or under the control of th…

An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations, with or without capital stock, and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utili…

If those corporations are warehousing corporations, they may issue legal warehouse receipts to the association against the commodities delivered by it or to any other person, and the legal warehouse receipts shall be considered as adequate collateral to the extent of the usual an…

(a) Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements, and make all necessary and proper stipulations, agreements, and contracts and arrangements with any other cooperative corporation, association…

Any corporation or association organized under generally similar laws of another state shall be allowed to carry on any proper activities, operations or functions in this state upon compliance with the general regulations applicable to foreign corporations desiring to do business…

No association organized under this chapter and complying with the terms of this chapter shall be deemed to be a conspiracy or a combination in restraint of trade or an illegal monopoly, or an attempt to lessen competition or to fix prices arbitrarily; nor shall the marketing con…

The general corporation laws and all powers and rights under those laws apply to the associations organized under this chapter, except where such provisions are in conflict or inconsistent with the express provisions of this chapter.

Each association organized under this chapter shall pay an annual fee of ten dollars ($10.00) only, in lieu of all franchise, license, corporation or other privilege taxes, or taxes or charges upon reserves held by it for members; provided, that if any association organized under…

Corporations not for profit, of this class, previously organized under the general incorporation laws or laws later enacted, are empowered to combine into associations upon such terms as may be provided and agreed upon, or by one corporation becoming a member of the other. Furthe…