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
Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
Fraud: Intentional deception resulting in injury to another.
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
Person: includes a corporation, firm, company or association. 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
written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(1) Except as otherwise provided in this chapter or in the articles, written notice to all meetings of members must be given to every member entitled to vote on the matters to be considered, unless:
(A) The meeting is an adjourned meeting and the date, time, and place of the meeting were announced at the time of adjournment; or(B) The following have been mailed by first class, certified or registered mail to a member at the address in the cooperative records and returned undeliverable:
(i) Two (2) consecutive meeting notices; and(ii) All payments of distributions for the greater of a twelve-month period or two (2) distributions.(2) An action or meeting that is taken or held without notice under subdivision (a)(1)(B) has the same force and effect as if notice was given. If the member delivers a written notice of the member’s current address to the cooperative, the notice requirement is reinstated.(3) Unless otherwise provided in the articles or bylaws, the record date for the determination of the owners of membership interests entitled to notice of and to vote at any meeting of members is the close of business and the date before the first notice is sent to the members.(b) The notice must contain the date, time and place of the meeting, and any other information required by this chapter. In the case of a meeting, other than the required annual meeting of the board of directors, the notice must contain a statement of the purposes of the meeting. The notice may also contain any other information required by the articles or bylaws or considered necessary or desirable by the person or persons calling the meeting.(c) A certificate of the secretary or other person giving notice that the notice required by this section has been given, in the absence of fraud, shall be prima facie evidence of the facts stated therein.(d) Notwithstanding provisions in the articles or bylaws to the contrary, all members and parties to contribution agreements or contribution allowance agreements, or both, shall be entitled to receive notices of the annual meetings of the members of a board-managed cooperative and notices of all meetings of a cooperative called for the purpose of considering any of the following actions:
(1) Dissolution;(2) Liquidation;(3) Sale of all or substantially all of the assets of the cooperative outside the ordinary course of business; or(4) Merger.(e) The failure of the cooperative to properly notify the parties not entitled to vote on a matter shall not invalidate or void any action described in this section taken at the meeting.
