(a) A cooperative‘s articles may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles after amendment contain only provisions required or permitted by § 43-38-203.

Terms Used In Tennessee Code 43-38-405

  • 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
  • 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
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 43-38-103
  • Statute: A law passed by a legislature.
(b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:

(1) The name of the cooperative;
(2) The text of each amendment approved by the court;
(3) The date of the court’s order or decree approving the articles of amendment;
(4) The title of the reorganization proceeding in which the order or decree was entered; and
(5) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) Members of a cooperative undergoing reorganization do not have dissenters’ rights, except as and to the extent provided in the reorganization plan.
(d) This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
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