(a) The following sections of the Tennessee Nonprofit Corporation Act, all contained in title 48, shall not be applicable to cooperatives incorporated under or otherwise subject to this chapter: §§ 48-56-103, 48-56-204, title 48, chapter 56, part 3 and § 48-56-501; §§ 48-57-102 – 48-57-105, 48-57-108, 48-57-201, 48-57-203 – 48-57-209 and 48-57-301; §§ 48-58-103 – 48-58-106, 48-58-108, and 48-58-109 and 48-58-304 [repealed]; §§ 48-60-103, board of directors or members” class=”unlinked-ref” datatype=”S” sessionyear=”2023″ statecd=”TN” title=”48″>48-60-202 – 48-60-204 and 48-60-302; title 48, chapter 61; §§ 48-62-101 and 48-62-103; §§ 48-63-101 and 48-63-102; and § 48-64-102.
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Terms Used In Tennessee Code 65-25-125

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Board: means a cooperative's board of directors or the necessary number thereof to take action. See Tennessee Code 65-25-102
  • cooperatives: means one (1) or more nonprofit cooperative membership corporations heretofore or hereafter organized under or otherwise subject to this chapter, including corporations transacting business in this state pursuant to §. See Tennessee Code 65-25-102
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Member: means a person having the right to vote for the directors of a cooperative and upon other matters as provided in this chapter, a cooperative's articles of incorporation or bylaws, and includes each incorporator of a cooperative thereof, and also a husband and wife admitted to joint membership. See Tennessee Code 65-25-102
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(b) The following provisions of the Tennessee Nonprofit Corporation Act, all contained in title 48, shall, but only as qualified in this subsection (b), be applicable to cooperatives incorporated under or otherwise subject to this chapter:

(1) Section 48-51-201 except as provided in subdivisions (13) and (31) and in the second sentence of subdivision (15) thereof; § 48-51-202 except that subsection (c) thereof shall apply also to notice to directors of board meetings; § 48-51-601 except that the words “impractical or” in subsection (a) thereof shall not be in effect;
(2) Section 48-52-101 except that incorporators under this chapter may be one (1) or more cooperatives;
(3) Title 48, chapter 55 shall apply to cooperatives, except that, with respect to cooperatives already in existence prior to January 1, 1988:

(A) Unless and until thereafter changed, their registered offices and addresses shall be their principal offices and addresses and their registered agents shall be their general or acting managers, by whatever title known, and such agents’ addresses shall be that of the registered offices; and
(B) Such cooperatives need not file any statement of their registered offices or agents or of the addresses of such offices or agents until they otherwise are required to file an amendment of their respective charters pursuant to § 48-68-101(b); provided, if such registered offices or agents or their addresses are changed after January 1, 1988, such cooperatives shall file a statement thereof with the secretary of state pursuant to § 48-68-102;
(4) Section 48-58-303 except that a cooperative may make loans to guarantee the obligations of a director, or of an officer who is also a member of the cooperative, in the ordinary course of business for the same purposes, on the same basis, and the same manner and to the same extent as such loans may be made to, or obligation may be guaranteed on behalf of, other members of the cooperative;
(5) Subsection (a), but not subsection (b), of § 48-60-101 shall be applicable; and
(6) Section 48-66-108 except that the entitlement in the section shall not be greater than the entitlement provided in § 48-66-102.
(c) The provisions of nonapplicability and of qualified applicability set forth in subsections (a) and (b) shall not be exclusive. Other provisions of the Tennessee Nonprofit Corporation Act, compiled in title 48, chapters 51-68, shall or shall not be applicable, wholly or on a qualified or partial basis, to cooperatives incorporated under or otherwise subject to this chapter, depending upon whether such provisions are or are not consistent with or different from the provisions of this chapter, as provided for in § 48-51-104.
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