Terms Used In Tennessee Code > Title 43 > Chapter 38 - Tennessee Processing Cooperative Law

• Address: means mailing address, including a zip code. See Tennessee Code 43-38-103
• Agriculture: means :
  (i) The land, buildings and machinery used in the commercial production of farm products and nursery stock. See Tennessee Code 1-3-105
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Appraisal: A determination of property value.
• articles of organization: means articles of organization as originally filed and subsequently amended. See Tennessee Code 43-38-103
• Association: means an organization conducting business under a cooperative plan under the laws of this state. See Tennessee Code 43-38-103
• assumed name: means any name used by the cooperative, other than the cooperative true name, except that the following shall not constitute the use of an assumed name:
  (A) The identification by a cooperative of its business with a trademark or service mark of which it is the owner or licensed user. See Tennessee Code 43-38-105
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• board of directors: means the board of directors of a cooperative. See Tennessee Code 43-38-103
• Business entity: means a corporation, limited liability company, limited liability partnership or other legal entity, association or body vested with the power or function of a legal entity. See Tennessee Code 43-38-103
• Bylaws: means a written agreement described in §. See Tennessee Code 43-38-103
• Commissioner: means the commissioner of agriculture. See Tennessee Code 43-38-103
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Cooperative: means a cooperative whose members have obtained rights to dissent under §. See Tennessee Code 43-38-801
• 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
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Dissenter: means a member who is entitled to dissent from cooperative action under §. See Tennessee Code 43-38-801
• Distribution: means a direct or indirect transfer of money or other property, except its own membership interests, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty, by a cooperative to or for the benefit of any of its members in respect of membership interests. See Tennessee Code 43-38-103
• Domestic business entity: means a business entity organized under the laws of this state. See Tennessee Code 43-38-103
• Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Fair value: means the value of the dissenter's membership interest of a cooperative immediately before the effective date of the cooperative action referred to in §. See Tennessee Code 43-38-801
• Filed with the secretary of state: means that a document meeting the applicable requirements of this chapter, signed and accompanied by the required filing fee, has been delivered to the secretary of state of this state. See Tennessee Code 43-38-103
• Financial rights: means a member's right to:
  (A) Share in profits and losses as provided in §. See Tennessee Code 43-38-103
• Fraud: Intentional deception resulting in injury to another.
• Governance rights: means a right to vote on one (1) or more matters and all a member's rights as a member in the cooperative other than financial rights. See Tennessee Code 43-38-103
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
• Interest: means interest from the effective date of the action referred to in §. See Tennessee Code 43-38-801
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Lien: A claim against real or personal property in satisfaction of a debt.
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• Livestock: means all equine as well as animals that are being raised primarily for use as food or fiber for human utilization or consumption including, but not limited to, cattle, sheep, swine, goats, and poultry. See Tennessee Code 1-3-105
• 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: includes a former member when dissenter's rights exist because:
  (A) The membership of the former member has terminated causing dissolution. See Tennessee Code 43-38-801
• 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
• Membership interest: means a member's interest in a cooperative consisting of a member's financial rights, a member's right to assign financial rights, a member's governance rights and a member's right to assign governance rights. See Tennessee Code 43-38-103
• Month: means a calendar month. See Tennessee Code 1-3-105
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• 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
• Patron membership interest: means the membership interest requiring the holder to conduct patronage business for or with the cooperative, as specified by the cooperative to receive financial rights or distributions. See Tennessee Code 43-38-103
• Patronage: means business, transactions, or services done for or with the cooperative as defined by the cooperative. See Tennessee Code 43-38-103
• Personal property: All property that is not real property.
• Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• 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.
• Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. ^{Source: FDIC}
• Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 43-38-103
• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• 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
• Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
• Subscription: includes a mark, the name being written near the mark and witnessed. See Tennessee Code 1-3-105
• Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
• Termination: means the end of a cooperative's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See Tennessee Code 43-38-103
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• Written action: means a written document signed by those persons required to take the action described. See Tennessee Code 43-38-103