(a) Unless the articles or bylaws require a different number, a quorum of a board of directors consists of:

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Terms Used In Tennessee Code 43-38-613

  • 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
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Quorum: The number of legislators that must be present to do business.
  • written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(1) A majority of the fixed number of directors, if the cooperative has a fixed board size; or
(2) A majority of the number of directors prescribed under the articles or bylaws, or if no number is prescribed, the number in office immediately before the meeting begins, if the cooperative has a variable-range board.
(b) The articles or bylaws may authorize a quorum of a board of directors to consist of no fewer than one third (1/3) of the fixed or prescribed number of directors determined under subsection (a).
(c) If a quorum is present, the affirmative vote of a majority of directors present is the act of the board of directors, unless the act, articles or bylaws require the vote of a greater number of directors.
(d) If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion or number otherwise required for a quorum.
(e) A director who is present at a meeting of the board of directors when cooperative action is taken is deemed to have assented to the action taken unless:

(1) The director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding the meeting or transacting business at the meeting;
(2) The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3) The director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the cooperative immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
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