(a) The original bylaws adopted by a board of directors of a G&T cooperative created or operating and subject to this chapter shall continue in effect until at any time thereafter the bylaws are changed by adoption, amendment or repeal by the members by the process as established in the bylaws, except that:

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Terms Used In Tennessee Code 48-69-107

  • 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 G&. See Tennessee Code 48-69-103
  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
(1) The members may, by bylaw provision, delegate to the board the power to change all or any specified provision of the bylaws, but the delegation shall not forfeit or restrict any right of the members thereafter as may be established in the bylaws to change the provision whether or not the board has exercised the delegated power; and
(2) Either the board or the members of a G&T cooperative may change any bylaw provision when, as established by law, the provision is illegal or has become a legal nullity.
(b) The bylaws shall provide for a process that permits the members to amend or repeal such provisions that are established in the original bylaws or as may have been thereafter amended, repealed or otherwise modified by the board of directors or the members.
(c) The bylaws shall specify the rules of parliamentary procedure applicable to meetings of its board of directors and members; provided, that in the absence of such a specification the then-current edition of Robert’s Rules of Order shall apply.
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