(a) A G&T cooperative that has not commenced business may dissolve voluntarily by delivering to the secretary of state articles of dissolution, executed and acknowledged on behalf of the G&T cooperative by a majority of the incorporators, which shall state:

non profit

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Terms Used In Tennessee Code 48-69-115

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Board: means a G&. See Tennessee Code 48-69-103
  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • 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 an LLC to or for the benefit of any of its members in respect of membership interests. See Tennessee Code 48-202-101
  • Lease-sale: means an agreement whereby the possession and use of assets and properties would be transferred to a lessee-purchaser for a stated or determinable period in time, during or at the end of which the lessee-purchaser would have the right and be obligated, or would have the option, to purchase and acquire, or would without further act acquire fee simple title to the assets and properties for a price expressly stated in the agreement or for a price determinable by a formula contained in the agreement, whether or not any portion of any lease-hold or rental payments would be creditable as a part of the price. See Tennessee Code 48-69-103
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
  • Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Tennessee Code 48-11-201
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
  • 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
(1) The name of the G&T cooperative;
(2) The address of its principal office;
(3) That the G&T cooperative has not commenced business;
(4) That the amount, if any, actually paid in on account of membership fees, less any part disbursed for necessary expenses, has been returned to those entitled to the return and that all easements have been released to the grantors;
(5) That no debt of the G&T cooperative remains unpaid; and
(6) That a majority of the incorporators elect that the G&T cooperative be dissolved.
(b) The articles of dissolution shall be submitted to the secretary of state for filing as provided in this chapter.
(c) A G&T cooperative that has commenced business may dissolve voluntarily and wind up its affairs in the following manner:

(1) The board shall first recommend that the G&T cooperative be dissolved, which recommendation shall be submitted to the members of the G&T cooperative at any annual or special meeting, the notice of which shall set forth the proposition. The proposed voluntary dissolution shall be deemed approved upon the affirmative votes of:

(A) If dissolution is or will be an incident of the sale, lease-sale or other disposition of the assets and properties of the G&T cooperative, as many as, but not fewer than, the percentage of the G&T cooperative’s members required to authorize the sale, lease-sale or other disposition as provided in the G&T cooperative’s bylaws; or
(B) If dissolution is or will be from any other cause, the number or percentage of its members, or of those voting, whichever may be the case, as provided in the cooperative’s charter or bylaws; and
(2) Any assets remaining after the discharge or provision for the discharge of all of the G&T cooperative’s liabilities and the distribution of any patronage capital still outstanding on its books shall be distributed on a pro rata basis and without priority to all present and former members of the cooperative to the extent practicable, as determined by the board; provided, that if the board determines that the amount of the surplus is so small in relation to the administrative cost of distributing it as to be prohibited, the surplus may be donated by the board to one (1) or more charitable or educational organizations that are exempt from federal income taxation.
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