(a) When a notice of dissolution has been filed with the secretary of state, and the business of the cooperative is not to be wound up and terminated by merging the dissolved cooperative into a successor organization under § 43-38-122, then the cooperative may give notice of the filing to each creditor of and claimant against the cooperative, known or unknown, present or future, and contingent or noncontingent, in accordance with subsections (b) and (c).
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Terms Used In Tennessee Code 43-38-1010

  • Address: means mailing address, including a zip code. See Tennessee Code 43-38-103
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Cooperative: means an association organized under this title conducting business on a cooperative plan as provided under this chapter. See Tennessee Code 43-38-103
  • Distribution: means a direct or indirect transfer of money or other property, except its own membership interests, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty, by a cooperative to or for the benefit of any of its members in respect of membership interests. See Tennessee Code 43-38-103
  • Filed with the secretary of state: means that a document meeting the applicable requirements of this chapter, signed and accompanied by the required filing fee, has been delivered to the secretary of state of this state. See Tennessee Code 43-38-103
  • Member: means a person or entity reflected on the books of the cooperative as the owner of governance rights of a membership interest of the cooperative and includes patron and nonpatron members. See Tennessee Code 43-38-103
  • 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.
  • Signed: means that the signature of a person has been written on a document, and, with respect to a document required by this chapter to be filed with the secretary of state, means that the document has been signed by a person authorized to do so by this chapter, the articles or bylaws, or by a resolution approved by the directors or the members. See Tennessee Code 43-38-103
  • 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
  • Termination: means the end of a cooperative's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See Tennessee Code 43-38-103
  • United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
  • written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(b)

(1) A cooperative may dispose of the known claims against it by following the procedure described in this subsection (b).
(2) The dissolved cooperative shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must:

(A) Describe information that must be included in a claim;
(B) State whether the claim is admitted, or not admitted, and if admitted:

(i) The amount that is admitted, which may be as of a given date; and
(ii) Any interest obligation if fixed by an instrument of indebtedness;
(C) Provide a mailing address where a claim may be sent;
(D) State the deadline, which may not be fewer than four (4) months from the effective date of the written notice, by which the dissolved cooperative must receive the claim; and
(E) State that, except to the extent that any claim is admitted, the claim will be barred if written notice of the claim is not received by the deadline.
(3) A claim against the dissolved cooperative is barred to the extent that the dissolved cooperative delivered written notice to the claimant:

(A) In accordance with subdivision (b)(2) and the claimant did not deliver a written notice of the claim to the dissolved cooperative by the deadline; or
(B) That the claimant’s claim is rejected, in whole or in part, and the claimant did not commence a proceeding to enforce the claim within three (3) months from the effective date of the rejection notice.
(4) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(5) For purposes of this section, written notice is effective at the earliest of the following:

(A) When received;
(B) Five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed;
(C) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt signed by or on behalf of the addressee; or
(D) Twenty (20) days after deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed.
(c)

(1) A dissolved cooperative may also publish notice of its dissolution and request that persons with claims against the cooperative present them in accordance with the notice.
(2) The notice must:

(A) Be published one (1) time in a newspaper of general circulation in the county where the dissolved cooperative’s principal executive office is or was last located;
(B) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(C) State that a claim against the cooperative will be barred unless a proceeding to endorse the claim is commenced within two (2) years after the publication of the notice.
(3) If the cooperative publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to endorse the claim against the dissolved cooperative within two (2) years after the publication date of the newspaper notice:

(A) A claimant who did not receive written notice under subsection (b);
(B) A claimant whose claim was timely sent to the dissolved cooperative but not acted on; or
(C) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4) A claim may be enforced under this subsection (c):

(A) Against the dissolved cooperative, to the extent of its undistributed assets; or
(B) If the assets have been distributed in liquidation, against a member of the dissolved cooperative to the extent of the member’s pro rata share of the claim or the cooperative assets distributed to the member in liquidation, whichever is less, but a member’s total liability for all claims under this subsection (c) may not exceed the total amount of assets distributed to the member.
(d) If the dissolved cooperative does not comply with subsections (b) and (c), claimants against the cooperative may enforce their claims:

(1) Against the dissolved cooperative to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a member of the dissolved cooperative to the extent of the member’s pro rata share of the claim or the cooperative assets distributed to the member in liquidation, whichever is less, but a member’s total liability for all claims under this section may not exceed the total amount of assets distributed to the member; provided however, that a claim may not be enforced against a member of a dissolved cooperative who received a distribution in liquidation after three (3) years from the date of the filing of articles of termination.
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