Title 43, Agriculture And Horticulture

(a) The office of the secretary of state shall collect the following fees when the documents described in this chapter are delivered for filing; and for purposes of this chapter, no document is considered delivered to the office of the secretary of state for filing unless accompa…

(a) A cooperative may correct a document filed with the office of the secretary of state, if the document:(1) Contains an incorrect statement; or(2) Was defectively executed, attested, sealed, certified, or acknowledged. (1) Contains an incorrect statement; or (2) Was defectively…

(a) If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of this section, and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it. (b) The secret…

(a) If the secretary of state refuses to file a document delivered to the office of the secretary of state for filing, the cooperative may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document a…

A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state's signature, which may be in facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the secret…

(a) A person commits a Class B misdemeanor, punishable by a fine not to exceed five hundred dollars ($500), if the person signs a document, knowing it to be false in any material respect with intent that the document be delivered to the office of the secretary of state or other r…

(a) Except as provided in subsection (b), and in §§ 43-38-202 and 43-38-1104(c), a document accepted for filing is effective:(1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the office of the secretary of state's date and time endorseme…

(a) Service on the secretary of state, when the secretary of state is an agent for a domestic cooperative as provided in § 43-38-110(b), of any process, notice or demand shall be made by delivering to the office of the secretary of state the original and one (1) copy of such proc…

Cooperatives created pursuant to this chapter shall be subject to the same fees and taxed in the same manner as nonprofit cooperative associations established pursuant to chapter 16 of this title.

(a) In addition to the other powers listed in this section, unless the articles of organization provide otherwise, a cooperative as an agent or otherwise:(1) May perform every act and thing necessary or proper to the conduct of the cooperative's business or the accomplishment of …

(a) A cooperative and its patron member or patron may make and execute a marketing contract, requiring the patron member or patron to sell a specified portion of the patron member's or patron's agricultural product or specified commodity produced from a certain area exclusively t…

(a) A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property, distribute the unclaimed property to a corporation or organization that is exempt from taxation. A cooperative making the election to distribu…

(a) Except as provided in subsection (b), the validity of a cooperative's action may not be challenged on the ground that the cooperative lacks or lacked the power to act. (b) A cooperative power to act may be challenged in a proceeding by:(1) A member against the cooperative to …

(a) (1) Except as provided in subsections (e) and (f), a member, holder of financial interest, director, officer, employee or other agent of a cooperative does not have any personal obligation and is not otherwise personally liable for the acts, debts, liabilities, or obligations…

(1) A cooperative shall keep at its principal executive office, or at another place or places within the United States determined by the board:(1) A current list of the full names and last-known business, residence or mailing addresses of the chief manager, secretary and each mem…

(a) A cooperative shall prepare financial statements at least annually, which may be consolidated or combined statements of the cooperative and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the reporting period and an income st…

(a) Each domestic cooperative shall deliver to the secretary of state for filing an annual report that sets forth:(1) The name of the cooperative and the jurisdiction under whose law it is incorporated;(2) The street address and zip code of its registered office and the name of i…

Subject to such standards and restrictions, if any, as are set forth in its articles or bylaws, a cooperative may, and shall have the power to, indemnify and hold harmless any member or officer or other person from and against any and all claims and demands whatsoever.

(a) Unless otherwise prohibited, cooperatives organized under the laws of this state may merge or consolidate with each other or other business entities organized under the laws of this state or another state by complying with this section or the law of the state where the surviv…

(a) A cooperative may, by affirmative vote of a majority of the board present, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of directors considers expedi…

The secretary of state has the authority and is empowered to perform the duties required of the secretary of state by this chapter including, without limitation, the authority to promulgate necessary and appropriate rules and regulations pursuant to the Uniform Administrative Pro…

An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under this chapter is the equivalent of the act of the secretary of state; provided, however, that the deputy signs the name of the secretary of state by the deputy as deputy.

A cooperative may be formed and organized on a cooperative plan as provided under this title, to market, process, or otherwise change the form or marketability of crops, livestock and other agricultural products, including manufacturing and further processing of those products an…

(a) A cooperative may be organized by one (1) or more individuals who are adult natural persons, who may act for themselves as individuals or as the agents of other entities, by filing with the secretary of state articles for the cooperative that contain the information required …

(a) The organizers shall prepare the articles, which shall include:(1) The name of the cooperative that satisfies the requirements of § 43-38-105;(2) The purpose of the cooperative;(3) The name and address of each organizer;(4) The street address and zip code of the principal pla…

(a) The existence of a cooperative shall begin when the articles are filed with the secretary of state. (b) A cooperative shall have a perpetual duration unless the cooperative provides for a limited period of duration in the articles of organization.

(a) A cooperative shall have bylaws in writing governing the cooperative's business affairs, structure, the qualifications, classification, rights and obligations of members, and the classifications, allocations and distributions of membership interests. (b) The bylaws of a coope…

(a) Except as otherwise provided in the articles, the bylaws must initially be agreed to by all members or the organizer or organizers. Any person becoming a member after the bylaws have been adopted by the organizers or the members will be deemed to have agreed to the bylaws. (b…

(a) Unless the article provides otherwise, the board of directors or the organizers of a cooperative may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managin…

(a) A cooperative may amend its articles at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective da…

(a) The articles of a cooperative shall be amended as follows:(1) The board by majority vote shall pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached mail ballot, if the board has provided for a mail ballot in the reso…

(1) A cooperative amending its articles of organization shall deliver to the secretary of state for filing articles of amendment setting forth:(1) The name of the cooperative;(2) The text of each amendment adopted;(3) The date of each amendment's adoption;(4) If an amendment was …

(a) A cooperative's board of directors may restate its articles at any time with or without member action. (b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring member approval, it shall be adopted as provid…

(a) A cooperative's articles may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles after amendment contain only provisions required or…

An amendment to the articles does not affect a cause of action existing against or in favor of the cooperative, a proceeding to which the cooperative is a party or the existing rights of persons other than members of the cooperative. An amendment changing a cooperative's name doe…

(a) The authorized amount and divisions of patron membership interests and nonpatron membership interests may be increased or decreased or established or altered, in accordance with the restrictions in this chapter by amending the articles at a regular members' meeting or at a sp…

(a) A member always has the power to terminate membership by withdrawing at any time. Unless otherwise provided in this chapter, the articles or the bylaws, any other withdrawal or termination shall be deemed wrongful. (b) Unless otherwise provided in the articles, a member may n…

(a) Except as provided in subsection (c), a member's financial rights are transferable in whole or in part. (b) An assignment of a member's financial rights entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions to whi…

(a) A member may assign the member's full membership interest only by assigning all of the member's governance rights coupled with an assignment to the same assignee of all the member's financial rights. A member's governance rights are assignable only as provided in this section…

In addition to restrictions set forth in this chapter, restrictions on the assignment of governance rights may be imposed in accordance with the procedures and under the same conditions as stated in § 43-38-503(c) for restricting the assignment of financial rights.

Any permissible assignment of financial rights under § 43-38-503 and of governance rights under § 43-38-504 will be effective as to and binding upon the cooperative only when the assignee's name, address, social security or taxpayer identification number and the nature and extent…

On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the member's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights o…

(a) If a member who is an individual dies, a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, or the court places the individual in bankruptcy, the member's executor, administrator, guardian, conservator, trustee, or…

(a) Unless otherwise specifically provided in the articles or bylaws, members or parties, other than the cooperative, to a contribution agreement or a contribution allowance agreement shall not have preemptive rights. If the articles or bylaws provide for the possibility of preem…

(a) Regular members' meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws. (b) The regular members' meeting shall be held at the principal place of business of the cooperative or at another conveniently located place as de…

(a) Special members' meetings of the members may be called by:(1) A majority vote of the board; or(2) The written petition of at least twenty percent (20%) of the patron members, twenty percent (20%) of the nonpatron members or twenty percent (20%) of all members collectively, su…