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;

Terms Used In Tennessee Code 43-38-103

  • 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
  • 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
  • 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
  • Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
  • Commissioner: means the commissioner of agriculture. 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
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • 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
  • 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
  • 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
  • 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
  • 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
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Patron: means a person or entity who conducts patronage business with the cooperative. 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
  • Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 43-38-103
  • 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
  • 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
  • written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
  • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105
(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:

(A) Share in profits and losses as provided in §§ 43-38-901 and 43-38-902; and
(B) 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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