(a)

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Terms Used In Tennessee Code 43-38-614

  • board of directors: means the board of directors of a cooperative. See Tennessee Code 43-38-103
  • Bylaws: means a written agreement described in §. See Tennessee Code 43-38-103
  • 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
  • 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
  • written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
  • Written action: means a written document signed by those persons required to take the action described. See Tennessee Code 43-38-103
(1) Unless the articles or bylaws provide otherwise, an action required or permitted to be taken at a board of directors‘ meeting may be taken without a meeting. If all directors consent to taking the action without a meeting, the affirmative vote for the number of directors that would be necessary to authorize or take the action at a meeting is the act of the board of directors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director in one (1) or more counterparts, indicating the signing director’s vote or abstention on the action, and shall be included in the minutes or filed with the cooperative‘s records reflecting the action taken.
(2) Notwithstanding subdivision (a)(1), the articles or bylaws may provide for written director action to be taken without all directors consenting to the waiver of actual meeting, but this consent must be of at least two thirds (2/3) of the directors.
(b) The written action is effective when the last required director signs the action, unless a different effective time is provided in the written action.
(c) If the articles or bylaws permit written action and waiver of meetings by less than all directors, all directors must be notified immediately of the action’s text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken by this written action.
(d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Any action requiring a meeting by the board of directors is satisfied by a consent signed under this section.
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