(a) In addition to the other powers listed in this section, unless the articles of organization provide otherwise, a cooperative as an agent or otherwise:

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Terms Used In Tennessee Code 43-38-113

  • articles of organization: means articles of organization as originally filed and subsequently amended. See Tennessee Code 43-38-103
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Association: means an organization conducting business under a cooperative plan under the laws of this state. See Tennessee Code 43-38-103
  • Business entity: means a corporation, limited liability company, limited liability partnership or other legal entity, association or body vested with the power or function of a legal entity. See Tennessee Code 43-38-103
  • Bylaws: means a written agreement described in §. See Tennessee Code 43-38-103
  • Contract: A legal written agreement that becomes binding when signed.
  • 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
  • Domestic business entity: means a business entity organized under the laws of this state. See Tennessee Code 43-38-103
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fiduciary: A trustee, executor, or administrator.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
  • Personal property: All property that is not real property.
  • Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • 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
  • United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) May perform every act and thing necessary or proper to the conduct of the cooperative’s business or the accomplishment of the purposes of the cooperative;
(2) Has other rights, powers, or privileges granted by the laws of this state to other cooperatives, except those that are inconsistent with the express provisions of this chapter; and
(3) Has the powers given in this section.
(b) A cooperative may:

(1) Buy, sell, or deal in its own products, the products of the cooperative’s individual members, patrons or nonmembers, the products of another cooperative association, or of its members or patrons, or the products of another person or entity. A cooperative may negotiate the price at which the products the cooperative is selling may be sold;
(2) Enter into or become a party to a contract or agreement for the cooperative or for the cooperative’s individual members or patrons or between the cooperative and its members;
(3) Purchase and hold, lease, mortgage, encumber, sell, exchange and convey as a legal entity real estate, buildings and personal property as the business of the cooperative may require, including the sale or other disposition of assets required by the business of the cooperative as determined by the board;
(4) Erect buildings or other structures or facilities on the cooperative’s owned or leased property or on a right-of-way legally acquired by the cooperative;
(5) Issue bonds or other evidence of indebtedness and may borrow money to finance the business of the cooperative;
(6) Make advances to the cooperative’s members or patrons on products delivered by the members or patrons to the cooperative;
(7) Accept deposits of money from other cooperatives, associations or members from which it is constituted;
(8) Loan or borrow money to or from individual members, cooperatives or associations from which it is constituted with security that it considers sufficient in dealing with the members, cooperatives, or associations;
(9) Purchase, acquire, hold, or dispose of the ownership interests of another business entity, whether organized under the laws of this state or another state, and assume all rights, interests, privileges, responsibilities and obligations arising out of the ownership interests;
(10) Acquire and hold ownership interests in another business entity organized under the laws of this state or another state of the United States, including a business entity organized:

(A) As a federation of associations;
(B) For the purpose of forming a district, state, or national marketing, sales or service agency; or
(C) For the purpose of acquiring marketing facilities at terminal or other markets in this state or other states;
(11) Purchase, own, and hold ownership interests, including stock and other equity interests, memberships, interests in nonstock capital, evidences of indebtedness of any domestic business entity when reasonably necessary or incidental to accomplish the purposes stated in the articles;
(12) Exercise any and all fiduciary powers in relations with members, cooperatives, associations or business entities from which it is constituted;
(13) Take, receive, and hold real and personal property, including the principal and interest of money or other funds and rights in a contract, in trust for any purpose not inconsistent with the purposes of the cooperative in its articles and may exercise fiduciary powers in relation to taking, receiving, and holding the real and personal property;
(14) Sue and be sued, complain and defend in its corporate name;
(15) Have a corporate seal, which may be altered at will, and use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(16) Make and amend bylaws, not inconsistent with its articles of organization or with the laws of this state, for managing the business and regulating the affairs of the cooperative;
(17) Make donations for the public welfare or for charitable, scientific or educational purposes;
(18) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the cooperative;
(19) Procure insurance on the life of the directors, officers, and employees of the cooperative;
(20) Accept gifts; and
(21) Accept contributions under § 43-38-501.
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