Chapter Definitions

1. Law
2. Tennessee Code
3. Agriculture and Horticulture
4. Tennessee Processing Cooperative Law
5. General Provisions
6. Chapter Definitions

As used in this chapter, unless the context otherwise requires:

1. “Address” means mailing address, including a zip code. In the case of a registered address, the term means the mailing address and the actual office location, which may not be a post office box;
2. “Articles” or “articles of organization” means articles of organization as originally filed and subsequently amended;
3. “Association” means an organization conducting business under a cooperative plan under the laws of this state;
4. “Board” or “board of directors” means the board of directors of a cooperative;
5. “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;
6. “Bylaws” means a written agreement described in § 43-38-301 among the members concerning the cooperative;
7. “Commissioner” means the commissioner of agriculture;
8. “Cooperative” means an association organized under this title conducting business on a cooperative plan as provided under this chapter;
9. “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. A distribution may be in the form of an interim distribution or a liquidation distribution; a purchase, redemption, or other acquisition of its membership interests; a distribution of indebtedness, which includes the incurrence of indebtedness, whether directly or indirectly, including through a guaranty, for the benefit of the members, or otherwise;
10. “Domestic business entity” means a business entity organized under the laws of this state;
11. “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. The secretary of state shall endorse on the document the word “Filed” or a similar word determined by the secretary of state and the month, day, and year of filing, record the document in the office of the secretary of state, and return the document to the person or entity who delivered it for filing;
12. “Financial rights” means a member's right to:
    1. Share in profits and losses as provided in §§ 43-38-901 and 43-38-902; and
    2. Share in distributions as provided in §§ 43-38-901 and 43-38-902;
13. “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;
14. “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;
15. “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;
16. “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. Membership interest includes patron membership interests and nonpatron membership interests;
17. “Members' meeting” means a regular or special members' meeting;
18. “Nonpatron membership interest” means a membership interest that does not require the holder to conduct patronage business for or with the cooperative to receive financial rights or distributions;
19. “Patron” means a person or entity who conducts patronage business with the cooperative;
20. “Patron member” means a member holding a patron membership interest;
21. “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;
22. “Patronage” means business, transactions, or services done for or with the cooperative as defined by the cooperative;
23. “Required records” are those records required to be maintained under § 43-38-118;
24. “Secretary of state” means the person who holds the office of secretary of state of Tennessee. A filing with the secretary of state occurs by a proper filing with the office of the secretary of state. An action required by the secretary of state may be performed by employees or agents of the office of the secretary of state;
25. “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. A signature on a document may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile or electronically or in any other manner reproduced on the document;
26. “Surviving entity” means the entity resulting from a merger;
27. “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 § 43-38-1014 or is considered filed with the secretary of state under § 43-38-122; and
28. “Written action” means a written document signed by those persons required to take the action described.

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