(a) When a cooperative that has been administratively dissolved wishes to terminate its existence, it may do so without first being reinstated, by delivering to the secretary of state for filing articles of termination following administrative dissolution setting forth:
Terms Used In Tennessee Code 43-38-1007
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
Secretary of state: means the person who holds the office of secretary of state of Tennessee. 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
written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(1) The name of the cooperative;(2) The date that termination of cooperative existence was authorized;(3) That the resolution authorizing termination was duly adopted by the members;(4) A copy of the resolution or the written consent authorizing the termination; and(5) A statement that all the assets of the cooperative have been distributed to its creditors and members.(b) If the secretary of state finds that the articles of termination following administrative dissolution comply with the requirements of subsection (a), the secretary of state shall file the articles of termination following administrative dissolution. Upon this filing, the existence of the cooperative shall cease, except that the termination of cooperative existence shall not take away or impair any remedy to or against the cooperative or its members, directors or officers for any right or claim existing or any liability incurred, prior to the termination. Any such action or proceeding by or against the cooperative may be prosecuted or defended by the cooperative in its cooperative name. The members, directors or officers shall have the power to take such cooperative or other action as may be appropriate to protect the remedy, right or claim.(c) Sections 43-38-1003 – 43-38-1007 shall apply to the administrative dissolution of any domestic cooperative.
