(a) If a demand for payment under § 43-38-810 remains unsettled, the cooperative shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the cooperative does not commence the proceeding within the two-month period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

Terms Used In Tennessee Code 43-38-811

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Cooperative: means a cooperative whose members have obtained rights to dissent under §. See Tennessee Code 43-38-801
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Dissenter: means a member who is entitled to dissent from cooperative action under §. See Tennessee Code 43-38-801
  • 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.
  • Fair value: means the value of the dissenter's membership interest of a cooperative immediately before the effective date of the cooperative action referred to in §. See Tennessee Code 43-38-801
  • Interest: means interest from the effective date of the action referred to in §. See Tennessee Code 43-38-801
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • 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
  • 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
  • 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
(b) The cooperative shall commence the proceeding in a court of record having equity jurisdiction in the county where the cooperative’s principal executive office, or, if none in this statement, its registered office, is located.
(c) The cooperative shall make all dissenters, whether or not residents of this state, whose demands remain unsettled, parties to the proceeding as an action against their membership interests, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(e) Each dissenter made a party to the proceeding is entitled to judgment:

(1) For the amount, if any, by which the court finds the fair value of the dissenter’s membership interest plus accrued interest exceeds the amount paid by the cooperative; or
(2) For the fair value, plus accrued interest, or the dissenter’s after-acquired membership interests for which the cooperative elected to withhold payment under § 43-38-809.
(f) The cooperative is entitled to judgment against each specific dissenter for the amount, if any, by which the court finds the fair value of the dissenter’s membership interest, plus accrued interest, is less than the amount paid by the cooperative to each dissenter.
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