(a) A cooperative shall have bylaws in writing governing the cooperative’s business affairs, structure, the qualifications, classification, rights and obligations of members, and the classifications, allocations and distributions of membership interests.
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Terms Used In Tennessee Code 43-38-301

  • 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 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
  • Financial rights: means a member's right to:
    (A) Share in profits and losses as provided in §. See Tennessee Code 43-38-103
  • Governance rights: means a right to vote on one (1) or more matters and all a member's rights as a member in the cooperative other than financial rights. 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
  • Quorum: The number of legislators that must be present to do business.
(b) The bylaws of a cooperative may be adopted or amended by the board of directors as provided in subsection (c), or at a regular or special members’ meeting if:

(1) The notice of the regular or special meeting contains a statement that the bylaws or restated bylaws will be voted upon and copies are included with the notice, or copies are available upon request from the cooperative and summary statement of the proposed bylaws or amendment is included with the notice;
(2) A quorum is registered as being present or represented by mail or alternative voting method if the mail or alternative voting method is authorized by the board; and
(3) The bylaws or amendment is approved by a majority vote cast, or, for a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the bylaws or amendment is approved by a proportion of the vote cast or a number of the total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
(c) Until the next annual or special members’ meeting, the majority of directors may adopt and amend bylaws for the cooperative that are consistent with subsection (d). Bylaws may be further amended or repealed by the members at an annual or special members’ meeting.
(d) Bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that are not inconsistent with law or the articles, and shall include the following:

(1) The number of directors, and the qualifications, manner of election, powers, duties, and compensation, if any, of directors;
(2) The qualifications of members and any limitations on their number;
(3) The manner of admission, withdrawal, suspensions, and expulsion of members; and
(4) Generally, the governance rights, financial rights, assignability of governance and financial rights, and other rights, privileges and obligations of members and their membership interests, which may be further described in member control agreements.
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