(a) A patron member of a cooperative is only entitled to one (1) vote on an issue to be voted upon by members holding patron membership interests, except that a patron member of a cooperative described in § 43-38-523 may be entitled to more than one (1) vote as provided in that section. On any matter of the cooperative, the entire patron members voting power shall be voted collectively based upon the vote of the majority of patron members’ voting on the issue. A nonpatron member has the voting rights in accordance to the nonpatron membership interests as granted in the bylaws, subject to this chapter.
lawyer at desk

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Tennessee Code 43-38-522

  • 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.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • 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
  • Patron: means a person or entity who conducts patronage business with the cooperative. See Tennessee Code 43-38-103
  • Patron member: means a member holding a patron membership interest. See Tennessee Code 43-38-103
  • Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
(b) A member or delegate may exercise voting rights on any matter that is before the members as prescribed in the articles or bylaws at a members’ meeting from the time the member or delegate arrives at the members’ meeting, unless the articles or bylaws specify an earlier and specific time for closing the right to vote.
(c) A member’s vote at a members’ meeting shall be in person or by mail if a mail vote is authorized by the board or by alternative method if authorized by the board, and not by proxy, except as provided in subsection (d).
(d) The following shall apply to members represented by delegates:

(1) A cooperative may provide in the articles or bylaws that units or districts of members are entitled to be represented at members’ meetings by delegates chosen by the members of the unit or district. The delegates may vote on matters at the members’ meeting in the same manner as a member. The delegates may only exercise the voting rights on a basis and with the number of votes as prescribed in the articles or bylaws;
(2) If the approval of a certain portion of the members is required for adoption of amendments, dissolution, merger, consolidation, or the sale of assets, the votes of delegates shall be counted as votes by the members represented by the delegate;
(3) Patron members may be represented by the proxy of other patron members; and
(4) Nonpatron members may be represented by proxy if authorized in the bylaws.
(e) The following shall apply to absentee ballots:

(1) A member who is or will be absent from a members’ meeting may vote by mail or by an approved alternative method on the ballot prescribed in this subsection (e) on any motion, resolution or amendment that the board submits for vote by mail or alternative method to the members;
(2) The ballot shall be in the form prescribed by the board and contain:

(A) The exact text of the proposed motion, resolution or amendment to be acted on at the meeting; and
(B) The text of the motion, resolution or amendment for which the member may indicate an affirmative or negative vote;
(3) The member shall express a choice by marking an appropriate choice on the ballot and mail, deliver or otherwise submit the ballot to the cooperative in a plain, sealed envelope inside another envelope bearing the member’s name or by an alternative method approved by the board; and
(4) A properly executed ballot shall be accepted by the board and counted as the vote of the absent member at the meeting.
  Previous section
Next section  
 Part 5 Contents