§ 43-38-1002. Voluntary Dissolution
A cooperative may be voluntarily dissolved by the written consent of its members in accordance with § 43-38-1008. A cooperative’s board of directors may propose dissolution for submission to the members. For a proposal to dissolve to be adopted: The board of directors shall recommend dissolution to the members unless the board of directors determines […]
§ 43-38-1003. Grounds for Administrative Dissolution
The secretary of state may commence a proceeding under § 43-38-1004 to dissolve administratively the cooperative if: The cooperative does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due; The cooperative is without a registered agent or registered office in this state for two […]
§ 43-38-1004. Procedure for and Effect of Administrative Dissolution
If the secretary of state determines that one (1) or more grounds exist under § 43-38-1003 for dissolving a cooperative, the secretary of state shall serve the cooperative with written communication of the secretary of state’s determination in accordance with §§ 43-38-110 and 43-38-111, except that the determination may be sent by first class mail. […]
§ 43-38-1005. Reinstatement Following Administrative Dissolution
A cooperative administratively dissolved under § 43-38-1004 may apply to the secretary of state for reinstatement following administrative dissolution. The application must: Recite the name of the cooperative at the date of its administrative dissolution; State that the ground or grounds for dissolution either did not exist or have been eliminated; and State a cooperative […]
§ 43-38-1006. Appeal From Denial of Reinstatement
If the secretary of state denies a cooperative’s application for reinstatement following administrative dissolution, the secretary of state shall serve the cooperative under §§ 43-38-110 and 43-38-111 with a written notice that explains the reason or reasons for denial. The cooperative may appeal the denial of reinstatement to the chancery court of Davidson County within […]
§ 43-38-1007. Articles of Termination Following Administrative Dissolution
When a cooperative that has been administratively dissolved wishes to terminate its existence, it may do so without first being reinstated, by delivering to the secretary of state for filing articles of termination following administrative dissolution setting forth: The name of the cooperative; The date that termination of cooperative existence was authorized; That the resolution […]
§ 43-38-1008. Filing Notice of Dissolution and Effect
If dissolution of the cooperative is approved pursuant to § 43-38-1002(a), the cooperative shall file with the secretary of state a notice of dissolution that contains: The name of the cooperative; and If the dissolution is approved pursuant to § 43-38-1002(f), the date of the meeting at which the resolution was approved, and a statement […]
§ 43-38-810. Procedure if Dissenter Dissatisfied With Payment or Offer
A dissenter may notify the cooperative in writing of the dissenter’s own estimate of the fair value of the dissenter’s membership interest and amount of interest due, and demand payment of the dissenter’s estimate, less any payment under § 43-38-807, or reject the cooperative offer under § 43-38-809 and demand payment of the fair value […]
§ 43-38-811. Judicial Appraisal of Shares
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 […]
§ 43-38-812. Costs and Fees of Judicial Appraisal
The court in an appraisal proceeding commenced under § 43-38-811 shall determine all costs of the proceeding including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the cooperative, except that the court may assess costs against all or some of the dissenters, in amounts the […]