(a) The original bylaws of a cooperative shall be adopted by its board. Thereafter, bylaws shall be changed by adoption, amendment, or repeal by its members, except that:

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Terms Used In Tennessee Code 65-25-106

  • 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
  • Floor amendment: An amendment offered by an individual legisator from the floor during consideration of a bill or other measure, in contrast to a committee amendment.
  • Germane: On the subject of the pending bill or other business; a strict standard of relevance.
  • 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
(1) The members may, by bylaw provision, delegate to the board the power to change all or any specified provision of the bylaws, but such delegation shall not forfeit or restrict the right of the members thereafter to change such provision, whether or not the board has theretofore exercised such delegated power; and
(2) Either the board or the members of a cooperative may change any bylaw when, as established by law, such bylaw is illegal or has become a legal nullity.
(b) A bylaw may not be changed unless a copy or an accurate summary explanation thereof is contained in or with the notice of the member or board meeting at which it is to be acted upon; a proposed change so noticed may be amended from the floor of a board meeting if the floor amendment is germane thereto, but it may not be so amended from the floor of a member meeting unless such floor amendment is germane thereto and the bylaws provide that such floor amendment is allowable. Except as may otherwise be determined by the board, a change of the bylaws proposed by individual members shall not be so noticed to or acted upon by the members at a member meeting unless a petition setting forth with particularity the wording of the proposed change shall be filed with the cooperative over the signatures of as many as, but no less than, fifty (50) members at least forty-five (45) days prior to the date of such member meeting; provided, that the board need not notice any bylaw change proposed by such a petition if it determined that, if adopted, the change would be illegal or a legal nullity. The time of the effectiveness of any change shall be as determined by its own wording or as fixed in the wording of the resolution by which it is adopted.
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