(a) Meetings of the board of directors may be held from time to time as provided in the articles or bylaws at any place within or without the state that the board of directors may select or by any means described in subsection (b). If the board of directors fails to select a place for a meeting, the meeting must be held at the principal executive office, unless the articles or bylaws provide otherwise.
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Terms Used In Tennessee Code 43-38-612

  • 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
  • Month: means a calendar month. See Tennessee Code 1-3-105
  • Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
  • Signed: means that the signature of a person has been written on a document, and, with respect to a document required by this chapter to be filed with the secretary of state, means that the document has been signed by a person authorized to do so by this chapter, the articles or bylaws, or by a resolution approved by the directors or the members. See Tennessee Code 43-38-103
  • 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
(b)

(1) Unless the articles or bylaws provide otherwise, the board of directors may permit any or all directors to participate by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting and the minutes may reflect this.
(2) A meeting held by electronic communication shall be deemed held at the location required by this section, articles or bylaws.
(c) Unless the articles or bylaws provide otherwise, the chief manager or the lesser of a majority of the directors or two (2) directors may call a special meeting of the board of directors by giving two (2) days’ notice to all directors of the date, time and place of the meeting. The notice need not state the purpose of the meeting, unless this chapter, the articles or the bylaws require it.
(d) If the day or date, time, and place of a board of directors’ meeting have been provided in the articles or bylaws, or a regular meeting date, time and place have been established by the board of directors, no notice of the meeting is required. Notice of an adjourned meeting need not be other than by announcement at the meeting at which adjournment is taken; provided, that the period of adjournment does not exceed one (1) month for any one (1) adjournment.
(e)

(1) A director may waive any notice required by this section, the articles or bylaws before or after the date and time stated in the notice. Except as provided in subdivision (e)(2), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or other records of the cooperative.
(2) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting, unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
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