(a) A member who decides to withdraw from a cooperative association shall make a written offer to sell the member’s membership certificates to the cooperative association‘s board of directors.
(b) Not later than the 90th day after the date the directors receive an offer under Subsection (a), the directors may cause the cooperative association to purchase the holdings by paying the member the par value of the certificates and the directors shall cause the cooperative association to reissue or cancel the shares after purchasing the holdings. The directors shall cause the cooperative association to purchase the shares if a majority of the cooperative association’s members voting at a regular or special meeting vote to require the purchase.

Terms Used In Texas Business Organizations Code 251.202

  • Association: means an entity governed as an association under Title 6 or 7. See Texas Business Organizations Code 1.002
  • cooperative association: means an association governed as a cooperative association under Chapter 251. See Texas Business Organizations Code 1.002
  • Member: means :
    (A) in the case of a limited liability company, a person who has become, and has not ceased to be, a member in the limited liability company as provided by its governing documents or this code;
    (B) in the case of a nonprofit corporation, a person who has membership rights in the nonprofit corporation under its governing documents;
    (C) in the case of a cooperative association, a member of a nonshare or share association;
    (D) in the case of a nonprofit association, a person who has membership rights in the nonprofit association under its governing documents; or
    (E) in the case of a professional association, a person who has membership rights in the professional association under its governing documents. See Texas Business Organizations Code 1.002
  • written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002

(c) An investor owning investor certificates must sell, assign, or convey the certificates in accordance with the cooperative association’s bylaws. If an investor fails to sell, assign, or convey investor certificates in accordance with the bylaws, the cooperative association on written notice to its directors shall repurchase the certificates by paying the investor the par value of the certificate plus all accrued investment dividends. The certificates must be repurchased not later than the 90th day after the date the cooperative association receives notice of the failure.

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