(a) Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state.

Terms Used In Tennessee Code 43-38-1013

  • 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
  • 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
  • Majority: means , with respect to a vote of the members, if voting on a per capita basis, a majority in number of the members entitled to vote on a specific matter, or if the voting is determined otherwise, a majority of the voting interest, which may be expressed as a percentage, entitled to vote on a specific matter, and with respect to a vote of the directors, a majority in number of the directors entitled to vote on a specific matter. 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
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. 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
(b) The chair may call a members’ meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the members’ meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members’ meeting by a majority of the members of the cooperative, or for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.
(c) After the revocation of dissolution is authorized, the cooperative may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth:

(1) The name of the cooperative;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the cooperative board of directors, or incorporators, revoked the dissolution, a statement to that effect;
(5) If the cooperative’s board of directors revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6) If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members and a copy of the resolution or the written consent authorizing the revocation of dissolution.
(d) If a revocation of dissolution is effective, it relates back to and takes effect upon the effective date of the dissolution and the cooperative shall resume carrying on its business as if dissolution had never occurred.
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