(a) Directors shall be elected for the term, at the time, and in the manner provided in this section and the bylaws. A majority of the directors shall be members and at least one (1) director shall be elected exclusively by the members holding patron membership interests. The voting authority of the directors shall be as prescribed in the bylaws; provided however, that at least fifty-one percent (51%) of the voting power on general matters of the cooperative shall be allocated to one (1) or more directors elected by members holding patron membership interests, or, in the alternative, one (1) or more directors elected by members holding patron membership interests shall have at least fifty-one percent (51%) voting power on general matters of the cooperative.
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Terms Used In Tennessee Code 43-38-606

  • 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
  • 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
  • Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
(b) Directors shall be elected at the regular members’ meeting for the terms of office prescribed in the bylaws. Except for directors elected at district meetings, all directors shall be elected at the regular members’ meeting.
(c) For a cooperative with districts or other units, members may elect directors on a district or unit basis, if provided in the bylaws. The directors may be nominated or elected at district meetings, if provided in the bylaws. Directors who are nominated at district meetings shall be elected at the annual regular members’ meeting by vote of the entire membership, unless the bylaws provide that directors who are nominated at district meetings are to be elected by vote of the members of the district, at the district meeting or the annual regular members’ meeting.
(d) The following shall apply to alternative voting:

(1) A member may not vote for a director other than by the member’s presence at a meeting or by mail ballot authorized by the board of directors, unless alternative voting is authorized for election of directors by the articles or bylaws;
(2) The ballot shall be in a form prescribed by the board;
(3) The member shall mark the ballot for the candidate chosen and mail the ballot to the cooperative in a sealed plain envelope inside another envelope bearing the member’s name, or shall vote in the alternative manner prescribed by the board; and
(4) If the ballot of the member is received by the cooperative on or before the date of the regular members’ meeting, the ballot shall be accepted and counted as the vote of the absent member.
(e) If a member of a cooperative is not a natural person, and the bylaws do not provide otherwise, the member may appoint or elect one (1) or more natural persons to be eligible for election as a director to the board.
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