(a) A majority of the organizers or initial directors of a cooperative that has not issued membership interest or has not commenced business may dissolve the cooperative by delivering to the secretary of state for filing articles of dissolution and termination that set forth:

Terms Used In Tennessee Code 43-38-1001

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • 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
  • 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
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. 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
(1) The name of the cooperative;
(2) The date of its incorporation;
(3) Either that:

(A) None of the cooperative membership interest have been issued; or
(B) The cooperative has not commenced business;
(4) That no debt of the cooperative remains unpaid;
(5) That the net assets of the cooperative remaining after winding up have been distributed to the members, if membership interests were issued; and
(6) That a majority of the organizers or initial directors authorized the dissolution and the date dissolution was thus authorized.
(b) If the secretary of state finds that the articles of dissolution and termination of its cooperative existence comply with the requirements of subsection (a), the secretary of state shall file the articles of dissolution, except that the termination of its existence shall not take away or impair any remedy to or against the cooperative, its directors, officers or members, for any right of claim existing or any liability incurred, prior to the termination. Any such action or proceeding by or against the cooperative may be prosecuted or defended by the cooperative in its name. The members, directors, and officers have the power to take such action as may be appropriate to protect the remedy, right or claim.
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